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DELTA_2010 DELTA ELECTRONICS (THAILAND) PCL Annual Report 2010

TRANSCRIPT

Page 1: Delta 10
Page 2: Delta 10

2 Message from the Board of Directors

4 Financial Highlights 2008- 2010

5 Nature of Business

14 2011 Industry Outlook

16 2011 Business Directions

18 Investment Structure

25 Risk Factors

28 Capital Structure

30 Board of Directors

36 Management Team

37 Managerial Structure

47 Corporate Governance Report

60 The Audit Committee Report

62 Management Discussion & Analysis

66 Responsibility of the Board of Directors to the Financial Statements

67 Report and Consolidated Financial Statements

106 Company General Information

This annual report is printed on Green Series paper made from 100% Eco Fiber

Page 3: Delta 10

Delta Electronics (Thailand) Public Company Limited

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ç To Provide innovative, clean and efficient energy solutions for a

better tomorrow é

InnovationEffectively create new concepts and take them to success

Customer SatisfactionAnticipate customer needs and exceed expectations

QualityDeliver consistently superior performance and pursue every possible improvement

TeamworkFully leverage global value networks and collaborate to achieve mutual goals

AgilityIdentify emerging trends and act quickly to capture new opportunities

Our Mission

Corporate CultureDare to change, and pursue sustainability

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Delta Electronics (Thailand) Public Company Limited

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Henry Shieh

President

James Ng

Chairman

Message from the Board of Directors

Delta Electronics (Thailand) Public Company Limited

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Delta Electronics (Thailand) Public Company Limited

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Delta Thailand (DET) is capping off a decade of excellence with a record-high revenue of THB35.730 Million in 2010. This is a respectable 28.87% year on year growth from 2009. The thinning of profitmargin suffered by the electronics industry at large due to raw material price increase has not affectedus significantly. On the contrary, our net profit has risen to 11.90% in 2010 through a combination ofeffective business strategies execution and intelligent hedging. Such stellar performance is neither afluke due to market supply shortages of solar inverters nor a non sustainable trend due to over relianceon a single business; rather, it is the result of great foresight, proactive readiness, team work andenterprising spirit. Without these business virtues, we would have been unable to ramp up the volumeand meet the technology, price and quality demands from the market in such a short time. Thisenables us to better the competitions and capture considerable share in the solar inverters market.

In addition, over 80% of the key businesses in DET have seen dynamic growth in revenue andprofitability in 2010 despite volatile exchange rates and raw material cost increase. All the abovedemonstrate DETûs core fundamentals are healthy and well positioned to counter the external challengesthat may arise in 2011.

2010 sees about 60% of our revenue contribution coming from Delta Energy Systems (DES)business which has since seen its two major business units turn profitable. This could be the first of manymilestones for us from more complementary acquisitions (or mergers) over the coming years. We areaspiring to better DESû success story from the valuable lessons learnt. Starting this year, the pioneeringDET and DES managers who had made this complex merger of two diverse organizations a success willbe setting up comprehensive Standard Operating Procedures and M&A execution plans from theexperiences and lessons amassed over the years.

Despite the accomplishments, there are areas we have to improve in the coming year in orderto be the best in class. Two such areas are inventory reduction and Telecom Power System sales. Forthe former, weekly review has been conducted by senior management and programs are in place byeach line of business to keep inventory at a reasonable level. As for the latter, DET is strengthening itschannel resources and new product offerings. Such efforts will enable us to secure more profitableaccounts where service and product quality matters beyond just price.

USA economic recovery is still in doubt while the state of EU economy is overcast by the shakyeconomic states of member countries like Spain, Greece and Ireland. However these signs may notpoint to more uncertain times. The global economy could be undergoing a transition phase wheremore opportunities will arise for the stronger organizations.

Thus, we will need to keep sensible cash reserves via prudent spending; constantly create valuefor stakeholders; investing in honing the organization especially in the development of our futureleaders; investing in new product and manufacturing plants and technologies especially in renewableenergy; and integrating the best practices from the industry. These are vital measures to keep theCompanyûs organic growth on track.

Besides organic growth, M&A are necessary to accelerate the organizationûs ambitious targetsby securing channels, products and technologies that otherwise would need much longer time to buildup. These M&A targets shall be carefully assessed and must have the potential to complement ourbusiness goals. At the same time, we shall keep up with the effort in balancing our traditional ODMcentric business model with other profitable market segments and products.

Although we are facing 2011 with much confidence, we are also keeping a higher sense ofalertness because 2010 results are just the beginning of our pursuit to grow the company into amulti-billion dollars company. As we further secure our foothold in Asia and Europe with new plants,products, channels and services, there will be lots of new business opportunities to seize and many newlessons to learn.

Once again, the Board of Directors would like to express our utmost gratitude to the shareholders,customers, vendors and last but not least our employees for your continuing support and understanding.We hope to continue this journey with you for many more years to come.

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Delta Electronics (Thailand) Public Company Limited

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Financial Highlights 2008-2010

Unit : Million BahtConsolidated The Company Only

2010 2009 2008 2010 2009 2008

Total Assets 29,611 27,085 26,881 24,716 22,815 21,311Total Liabilities 10,313 9,437 10,035 4,884 4,409 4,049Paid-Up Capital 1,247 1,247 1,247 1,247 1,247 1,247Total Shareholdersû Equity 19,298 17,648 16,846 19,832 18,406 17,262Sales 35,730 26,995 32,851 24,205 17,500 21,349Total Revenues 36,208 27,264 33,296 24,327 17,663 21,878Cost of Sales 26,199 19,910 24,830 18,030 12,636 16,105Gross Profit 9,531 7,084 8,022 6,175 4,864 5,245Selling & Admin expense 5,521 4,634 4,951 2,923 2,387 2,666Operating Profit 4,010 2,451 3,071 3,252 2,478 2,579Net Profit 4,153 2,189 2,897 3,297 2,516 3,090

Unit : (%)

Gross Profit Margin 26.68% 26.24% 24.42% 25.51% 27.80% 24.57%Operating Profit Margin 11.22% 9.08% 9.35% 13.43% 14.16% 12.08%Net Profit Per Revenues 11.47% 8.03% 8.70% 13.55% 14.24% 14.12%Return on Equity 22.48% 12.69% 17.71% 17.24% 14.11% 18.49%Return on Assets 14.65% 8.11% 10.91% 13.87% 11.40% 14.59%

Unit : Baht

EPS 3.33 1.76 2.32 2.64 2.02 2.48Dividend Per Share 1.70 1.50 1.10 1.70 1.50 1.10Book Value Per Share 15.47 14.15 13.51 15.90 14.76 13.84

* Pending approval from shareholdersû meeting

Delta Electronics (Thailand) Public Company Limited

32,85126,995

8,02235,73040,000

30,000

20,000

10,000

0

30%

20%

10%

0%

4

3

2

1

0

40%

30%

20%

10%

0%

10,000

8,000

6,000

4,000

2,000

0201020092008

201020092008 201020092008

Gross Profit vs Operating ProfitSales RevenuesMillion Baht Million Baht

EPS vs ROE

Gross Profit

Gross Profit Margin vs Operating Profit Margin

Operating Profit

ROEOperating Profit Margin

201020092008

EPSGross Profit Margin

3,071

7,084

2,451

9,531

4,010

2.3224.4% 26.2% 26.7%

9.4% 9.1%11.2% 17.7%

1.76

12.7%

3.33

22.5%

Baht %%

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Delta Electronics (Thailand) Public Company Limited

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NATURE OF BUSINESSThe Company is a manufacturer and exporter of power supplies and electronics equipment and

parts. At present, The Company has 2 main plants in Thailand, one is in Bangpoo Industrial Estate,Samutprakarn and the other plant is in Wellgrow Industrial Estate, Chachoengsao. The oversea plants noware in India (located in Rudrapur, New Delhi and Pondicherry) and Slovakia in Dubnica nad Vahom.

The Company currently divides its products into 4 main groups as follows;1. Pan PSBG Product Group (Power Supply) which can be further divided down into 3 sub groups.

1.1 Power supplies for consumer electronics products including adaptor and charger for officeequipment, industrial and consumer electronic products, switching power supply fornetworking and boardband

1.2 Power supplies for IT or High Power including storage and server1.3 DC-DC converter

2. DES Product Group which offers high end custom designed power supplies for information technology,telecommunications, industrial application, and etc.

3. IESBG Product Group including Telecom Power Solutions (TPS) and UPS4. CPBG Product Group (Electronic Components) including Cooling Fan, EMI filter and Solenoid

(Please find further product details in the section of Product Profiles)

Shareholding structure of Delta Electronics (Thailand) (As of 31 December 2010)

According to the above shareholding structure, Deltron Holding Ltd. is the Companyûs majorshareholder. They also have invested in Delta Electronics, Inc (DEI) and Delta International Holding Ltd.,both of which are engaged in the manufacturing and sale of electronic components with productionbases in Taiwan and China. Although some of the products being manufactured by Delta Electronics Incare of the same types as the Companyûs, the clienteles are not the same as the main target markets ofthe Company. For this reason, the products manufactured by companies under Delta Electronics Incûsgroup and Delta Thailand do not directly compete with each other.

Revenue structure of the Company and its subsidiaries is as follows.Unit : Million Baht

Product Group2010 2009 2008

Revenue % Revenue % Revenue %Pan PSBG (Power Supply) 8,991 25.2% 6,853 25.4% 9,164 27.9%

- Consumer Electronics Power (CEBG) 3,868 10.8% 3,436 12.7% 4,899 14.9%- IT Power (HPBG) 1,451 4.1% 1,293 4.8% 1,509 4.6%- DC-DC converter 3,672 10.3% 2,125 7.9% 2,757 8.4%

DES 12,670 35.5% 8,082 29.9% 10,574 32.2%- CD Power Supply 7,222 20.2% 5,534 20.5% 7,213 22.0%- Solar Inverter 2,446 6.8% 419 1.6% - -- OEM Power Supply 3,002 8.4% 2,129 7.9% 3,361 10.2%

IESBG (TPS/UPS) 6,237 17.5% 7,199 26.7% 8,339 25.4%CPBG (Electronic Components) 5,071 14.2% 3,848 14.3% 4,657 14.2% - EMI filter & Solenoid 1,794 5.0% 1,459 5.4% 1,701 5.2% - Cooling Fan 3,277 9.2% 2,389 8.8% 2,956 9.0%Others 2,760 7.7% 1,013 3.8% 117 0.4%

Total Sales Revenues 35,730 100% 26,995 100% 32,851 100.0%

Remark: Please see the section of Management Discussion and Analysis for further details

Delta Electronics(Thailand) Plc. ➣

8.16%

94.0%

15.39%

5.54%27.67%Delta Electronics, Inc.

Delta International Holding Ltd.

Deltron Holding Ltd.

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Delta Electronics (Thailand) Public Company Limited

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PRODUCTION CAPACITY 2010

1. Pan PSBG Products (Power Supply)1.1 Consumer Electronics Power

Location : Bangpoo Industrial Estate, SamutprakarnProduction area : 6,500 sq.mNo. of operators : 690Production line : SPS 10 lines (for Boardband 5 lines, Printer 1 line and Industrial

electronics 4 lines)Production capacity : SPS for Boardband 500,000 units/month

SPS for Printer 320,000 units/monthSPS for Industrial electronics 780,000 units/month

Actual production : 80% of production capacity

1.2 IT PowerLocation : Bangpoo Industrial Estate, SamutprakarnProduction area : 2,748 sq.mNo. of operators : 340Production line : 4 linesProduction capacity : 40,000 units/monthActual production : 85 % of production capacity

1.3 DC-DC ConverterLocation : Bangpoo Industrial Estate, SamutprakarnProduction area : 5,245 sq.mNo. of operators : 426Production line : 14 linesProduction capacity : 1,400,000 Units/monthActual production : 86 % of production capacity

2. DES Products2.1 Thailand Plant

Location : Bangpoo Industrial Estate, SamutprakarnProduction area : 19,500 sq.mNo. of operators : 1,310Production line : 33 linesProduction capacity : DES 400,000 units/month

Solar Inverter 12,000 units/monthActual production : 74% of production capacity

2.2 Slovakia PlantLocation : Dubnica nad Vahom, Slovak RepublicProduction area : 13,000 sq.mNo. of operators : 887Production capacity : 50,000 units/month and 2,500 complete systems/monthActual production : 67% of production capacity

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3. IESBG Products (TPS/UPS)3.1 Thailand Plant : Production facilities are now shared with those of DES Products

Group3.2 India Plant

Location : Plot No 38, Phase 1, Sector 5, Integrated Industrial Estate, Pantnagar(Rudrapur), Udhamsingh Nagar, Uttarakhand India -263153

Production area : 13,500 sq.mNo. of operators : 287Production line : Telecom power systems 15 lines, UPS 1 Cell Line.Production capacity : Telecom power systems 12,000 units/month

UPS 20 units/monthActual production : 47% of production capacity

4. CPBG Products (Electronic Components)4.1 Cooling Fan

Location : Wellgrow Industrial Estate, ChachoengsaoProduction area : 16,700 sq.mNo. of operators : 1,566Production line : 43 linesProduction capacity : 1,770,000 units/monthActual production : 70% of production capacity

4.2 EMI FilterLocation : Wellgrow Industrial Estate, ChachoengsaoProduction area : 5,400 sq.mNo. of operators : 560Production line : 25 linesProduction capacity : 5,000,000 units/monthActual production : 70% of production capacity

4.3 Solenoid/ MagneticLocation : Wellgrow Industrial Estate, ChachoengsaoProduction area : 5,100 sq.mNo. of operators : 250Production line : 30 linesProduction capacity : Magnetic 10,000,000 units /month

Solenoid 3,000,000 unit/monthActual production : 65% of production capacity

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Product ProfilesPan PSBG Products (Power Supply)

Power supply is an integrated circuit system which provides stable direct current (DC) powersupply from alternate current (AC) voltage to electronic equipment and parts in computer,telecommunication equipment and household electrical tools. The main current customers of thepower supplies are Cisco, HP, IBM, Xerox, Sun Microsystems, Black & Decker, Motorola, Canon, GE,Avaya, Huawei, and etc. This product group is now mainly divided into 3 sub groups as follows.

Consumer Electronic

Consumer electronics powersupplies include office equipment,industrial and consumer electronicchargers, adapters and ITnetworking power supplies. Deltais one of the worldûs largestproducers of AC/DC adaptersfor portable computer andother external power sourceapplications. All models featurehigh eff ic iency and verycompact size. Use of ASIC,hybrid circuits, and thin filmtechnology allows Delta todesign adapters with high powerefficiency and high powerdensity.

IT or High Power

This group comprises mainlystorage, server and other highvoltage power supplies. Deltaûsswitching power supplies providepower ranging up to 7,200Wper power module and powerdensity of up to 25W/inch2. Theseproducts are modular, redundant,hot swappable, and provideuniversal input power systemsfor high reliability.

DC-DC converter

DC-DC converter i s anelectronic device mainly usedin information technology andtelecommunication industries. Itsmain application is to transformthe input DC to different outputDC voltages as required byusers. Currently the main DC-DC converter produced bythe Company is VRM (VoltageRegulated Module) andpower module for I T andtelecommunication equipment.Its main application is to supplythe stable voltage to microprocessor that general lygenerates unstable load(Dynamic load) while beingoperated.

Printer & Notebook

Industrial & Power Tool

Boardband & Networking

Storage

Server

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DES ProductsDelta Energy Systems (DES) product group is generally composed of custom designed

products for information technology, telecommunications, industrial applications, medical industries,and solar power system. As technology leader, our customized products are packed with innovativetechnologies.

Owing to our possession of ample power supply design experiences for years, DES offers acomplete range of high power density customized power supply, for customers including Cisco,Motorola, Nokia, Ericsson, Lucent, HPQ, Phoenix, Hitachi, IBM, Linde, Oracle, Perkin Elmer, Google andetc. DES products are now divided into 5 main sub groups according to the related business sectorsas follows.

Information Technology Solar powerTelecommunication

Industrial Application Medical Equipment

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Telecom Power Solutions

IESBG Products (TPS/UPS)

This group primarily includes Telecom Power Solutions (TPS) and Uninterruptible Power Systems(UPS). TPS are widely used in telecom and data networks providing solutions for indoor applicationscomprising of small to bulk power systems and customizable outdoor solution ranging from IP43-IP56.TPS product line comprises all the components used in telecommunication power system i.e. AC/DCrectifiers, DC/DC Converters, DC/AC inverters, power system controllers, shelves, indoor and outdoorpower system cabinets and etc. Delta UPS includes On-Line topologies ranging from 1-4000KVAproviding comprehensive power quality and power management solutions across diverse applications

Uninterruptible Power Systems (UPS)

CPBG Products (Electronic Components)

EMI Filter

Electromagnetic Interference (EMI) Filter isan electronic component used in electronic andelectrical products. The function of EMI filter is toreduce noise and interference which pass throughelectronic and electrical products. EMI filter hasbeen used in various industries, including homeappliances, computer, machine tools, telecom-munication system, automation system and airconditioning system. The major customers arePhilips, Sony, Apple, Panasonic, Fagor, BSH, Daikin,Otis, Mitsubishi, Hitachi and etc

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Cooling Fan

Cooling fans are designed to help remove heat from the high speed electronic system.These cooling fans can be categorized into many types such as base fan, blower and fan tray. Eachfan design has its own characteristics and application that are derived solely from the customerûsspecific needs. Most of the cooling fanûs customers are the reputable world class producers in theelectronic industry, such as Intel, Lucent Technologies, Cisco, HPQ, IBM, Nokia, W.E.T Automotive,Ericsson, Motorola, Visteon, Amerigon. Cooling fans are now produced and sold to 3 main markets asfollows.

Solenoid Valve

Solenoid valve is one of the electroniccomponents mainly used in electrical automaticcontroller such as electric valve, electric lockand etc. The solenoid valves are also applied inmany industries, thus the customers are varied.Delta Thailand now has a strong capability toproduce a wide variety of solenoids to servecustomers in various industries

For Automotive

For Telecom For IT

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R&D Overview

Over 650 engineers world-wide are employed in the R&D centers located in Thailand, Germany,Switzerland, Romania, Scotland, USA, India, and China. An excellent combination of knowledge,technology, and productivity is achieved with frequent staff exchange between centers for trainingand transfer of technology.

Delta Thailand (DET) continued to invest in R&D throughout 2009 economic crisis, and in 2010efforts have been sustained both for core business and new business areas. As a result, gross profitmargin has continued to increase at a faster pace than R&D expenses.

High-End Computer ServersDET has maintained its global leadership in the area of energy efficiency, climate protection, and

product innovation. Environmental care and green design remain major aspects in DET product design.Continuous improvements in energy efficiency have been achieved in power supplies for computerservers, data-storage systems and telecommunication. Many power supplies now exceed the çClimateSavers Computing Gold Requirementsé, and have reached the highest rating of çPlatinumé level.

In 2010, DET introduced a 300 kW high-end power systems. Equipped with a special liquid coolingsystem, it is used in the highest end main-frame computers.

High-end server power systems

TUCSON, USA (AAZ)

TENINGEN, GERMANY

BUCHAREST, ROMANIA

EAST KILBRIDE, UKK

SOEST, GERMANY

HANGZHOU, CHINA

BERN, SWITZERLAND

BANGPOO, THAILAND

GURGAON, INDIA

5.7%

26.2% 26.7%

10.0%11.2%

4.9%3.6% 3.9% 4.1% 4.9% 5.0%

15.6%18.8% 18.6%

22.3% 24.4%

3.5% 4.9% 5.2%8.9% 10.1%

30%

20%

10%

0%2004 2005 2006 2007 2008 20102009

% R&D/Sales % Gross margin % Operating Profit margin

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Renewable Energy: Solar InverterRenewable energy continues

to be a priority sector for R&Dinvestments. Expanding the product lineof inverters for photo-voltaic solar, 100kW converter using state-of-the-arthigh efficiency technology has beenintroduced for commercial installations.

Further developments in higherpower converters are under way forcommercial and utility-scale installa-tions.

Automotive: Electrical VehicleDET continued to invest in

the development of electricvehicle power electronics. Newtechnologies are required forquick and efficient charging ofhigh-voltage batteries, in-vehiclepower distribution, power traintraction motor, for both hybridelectrical vehicles (HEV), pureelectrical vehicles (EV). Primaryfocus is: on-board battery charger, and DC-DC converters.

The technology edge has allowed DET to work directly with the leading automobilemanufacturers (1st tier vendor).

Latest directions include enhanced communication features for operating in a Smart Gridenvironment, and compact size designs

Thailand Most Innovative Company 2010In September 2010, selected among 480

Thai listed companies, DET earned the çTopTen Thailand Most Innovative Companies 2010éaward from Mr. Virachai Virameteekul, Ministerof Science and Technology.

Electrical

Motor

Alternator

Battery

Car

Electrical

Network

DC-ACMotorDrive

Inverter

DC-DC

Converter

AC-DC

Battery

Charger

AC Grid

Off-Board

Charger

................

➡➡ ➡➡ ➡➡

➡ ➡➡

➡On-Board Vehicle Power Components

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2011 Industry Outlook

Market Outlook for Power SuppliesAfter the global economic downturn in 2009,

the word market of merchant power suppliesrecovered robust in 2010 and IMS Researchexpects the market to grow by 8.9% to USD 20.7billion in 2011.

The Telecom/Datacom and the Computer/Office sectors are the largest application sectorsin 2010/2011. The demand in these sectors ispredicted to remain robust due to an upgrade ofnetworks and growth in broadband demand.

The highest growth is in the small lightingmarket and the very robust market is in industrialpower supplies.

Geographically, Asia continues to be thelargest and fastest growing market for powersupplies, followed by Americas and EMEA regions.The 2010-2011 revenue growth in the Asia Pacificregion is predicted to be about 9.2%, followed byAmericas at about 8.9% and EMEA region at about7.9%.

The reasons for the strong growth in Asiais the on-going shift of production of electricalequipment to Asia and the rapid economic growthfor China and India.

According to IMS Research Delta groupmaintained its position as the largest supplier tothe global market. Its share has grown 0.2% in2009 from 2008 to 16.6%. Emerson, the secondlargest supplier had a market share of 9.5%. Deltais market leader in all three regional markets, Asia,Americas and EMEA.

The World Market for Merchant Power Supplies

Revenue($M); Source : IMS Research 2010

Expected Power Supply Growth by Sector 2010-2011

Geographical Revenue Growth 2010-2011

CAGR (%) ; Source : IMS Research 2010

CAGR (%) ; Source : IMS Research 2010

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Market Outlook for Solar InvertersSolar Inverter is the heart of the photo-

voltaic system. It converts the generated directcurrent from the solar modules to alternativecurrent to feed the energy in the public grid. Theinverter ensures with maximum power point trackingto extract the maximum power out of the solarmodules.

The market for solar inverters is correlateddirectly with the worldwide market for photovoltaicsystems. The development of the photovoltaic (PV)market is to large extend dependent on thepolitical framework of any given country. Supportmechanisms are defined in national laws.

According to the European photovoltaicIndustry Association (EPIA), two basic scenariosare possible for the amount of installations infuture: A moderate scenario that is based on abusiness as usual market behaviour and apolicy-driven scenario based on a strong politicalwill to consider PV as a major power source forthe coming years. The chart shows the two growthscenarios in Gigawatt installed worldwide.

According to IMS Research, the largestmarket for Solar Inverters in 2011 will be EMEA with64% of the worldwide inverter revenue followedby Asia and Americas. In 2009 and 2010 Germanywas the largest market, but it is predicted that in2011 the german market will decrease due tochanges of the feed in tarifs from the germangovernment.

Global PV Market Outlook until 2012

EPIA moderate scenario(GW)

World Market for Photovoltaic Inverters (GW) 2011

Source : IMS Research 2010

EPIA Policy driven scenario(GW)

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2011 Business Directions

Delta Thailand has fully taken advantage of 2010 global economy rebound across in all itsproduct lines, but year 2011 presents some challenges, due to uncertainty on global economy andheightened competition in renewable energy.

Delta Thailand is well prepared. A diversified products and applications portfolio, regionalpresence in both developed and emerging countries, is well supported by industrial excellence. Thebusiness models, tailored to the 4 customer segments, will allow Delta Thailand to continue and growfrom the core.

Segment 1: Global ODM (Order to Design and Manufacture)Information Technology: With leading high efficiency technology, a strong position has been

established in high end power supplies for computer servers, communication, and data centersapplications-storage with leading market players such as IBM, Oracle (who acquired over SunMicrosystems in 2010), Cisco, Ericsson, Google, and Facebook. Incremental gains will be sought.

Automotive: After several years of development with major automobile manufacturers, batterychargers for electrical vehicles are now in initial production phase, and volume will progressivelyramp up. With these established product and technologies further development are under way withadditional automakers in Europe and India. We will also further expand our sales of cooling fans forvarious automotive applications.

Medical & Industrial: New project wins with two new major medical customers, and industrialproducts introduced in 2009 and 2010 continue to get very strong market demand with increasingrevenues. Long product life, customers opening up to global sources instead of regional sourcesmakes it an attractive opportunity for Delta.

Household Appliances: New project wins with new customers will support our sales growth forsolenoid valves and EMI filters.

Segment 2: Regional Solutions and IntegrationTelecom Power Solutions:

Traditional telecom power systems havebeen facing market consolidation and priceerosion.

Market demand is for power systemsolutions, which integrate several power sources(grid, photo-voltaic solar, diesel generator, UPS,etc) under the supervision of an SMCS unit(site monitoring and control system).

Delta Thailand will enjoy growth, especiallyin India, where it has been a first mover hereto introduce such solutions.

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Video Display Solutions:Video wall business has registered 50% growth

in 2010, and another 50% is expected in 2011.Comprehensive display solutions include

Delta own designed video controller, regionalintegration, and local servicing.

We will continue to build on our experiencein India, with new projects here and in the MiddleEast, Africa, and Europe.

LED Street Lighting, LED Signage Display:Delta Green Industrial (Thailand) has been established as wholly-owned subsidiary for the

purpose of developing and promoting these solutions in Thailand and South-East Asia.

Segment 3: Global Branding & Regional DistributionPhoto-Voltaic Solar Inverters:

Global production capacity of inverters ispredicted to exceed the market demand in2011, and price erosion is expected, but Deltaûsindustrial excellence will put us in favorableposition to effectively compete.

We will further expand our Solivia inverterproduct range to cover a broad spectrum frommicro inverters to large central inverters andaccessories. Twenty new products will be introducedin 2011, including local versions of alreadysuccessfully launched products, and block inverterfor up to 1 MW power.

All major PV markets (Europe, USA, Australia,India, and Eastern Asia) will be covered, thushedging the volatility of country-specific incen-tives.

Through a recent acquisition we are now also able to address the off-grid market as well. Thisis a small market in comparison with grid-connected inverters, but it is a valuable complement.

Service & training network of DES will be significantly expanded in 2011 and we will be able toserve directly our business partners in each region.

Segment 4: Consumer BrandInnergie Brand: In 2010 we have further developed products to complement our award winning

universal power adapters and chargers. With a complete product line of mobile power devices, thefocus will be to open new distribution channels in key geographies.

Inverters range from 250W to 100KW

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Investment StructureInvestment Structure (As of Feb 28, 2011)

Delta Electronics (Thailand) Plc

100% DET Logistics (USA)

100% DET SGP

50% Delta Green (Tianjin) Industries

100% Delta India Electronics

3.8% IP Fund One

100% Delta Energy Systems (Germany)

100% Delta Renewable Energy Systems(Switzerland)

100% Delta Energy Systems (India)

100% Delta Energy Systems (Slovakia)

100% Delta Electronics Europe

100% Delta Electronics (Slovakia)

100% Delta Energy Systems (Romania)

100% Delta Greentech International Holding

100% Delta Greentech (Netherlands)Cooperaties

100% Delta Greentech (Netherlands)B.V.

100% Delta Greentech ElectronicsIndustry

100% Delta Greentech (USA)Corporation

100% Delta Greentech SGP

100% Delta Greentech (Hong Kong)

100% Delta Power Solutions (India)

8.2% Delta Greentech (China)

100% Delta Energy Systems (Czech)

100% Delta Energy Systems (Finland)

100% Delta Energy Systems (Italy)

100% Delta Energy Systems (Spain)

100% Delta Energy Systems (Sweden)

100% Delta Energy Systems (Poland)

100% Delta Energy Systems LLC

100% Delta Energy Systems (France)

100% DET International

Holding

100% Delta Green Industrial

(Thailand)

100% Delta Energy Systems(Switzerland)

100% Delta Energy Systems (Arizona)

100% DET Video Technology

➤ 100% Delta Greentech (Curitiba)

100% Delta Greentech (Brazil)

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Company Location Type of Business Type of product Type of Registered Paid up % Holding

Stock Capital Capital

1. DET International Scotia Centre, 4th Floor, George Town, Business Investment Common USD USDHolding Ltd. Grand Cayman, Cayman Islands Stock 300,000,000 223,513,329 100

1.1 DET Logistics (USA) 4405 Cushing Parkway Fremont, Logistic Service in USA Common USD USD

Corporation CA 94538 USA. Stock 1,000,000 500,000 100Tel: +1 510 668 5100

Fax: +1 510 668 0680

1.2 IP Fund One, L.P. C/O 7F, 122 Tun Hua N Rd., Investment fund Common USD USDTaipei 105 Taiwan Stock 260,270,000 225,086,683 3.8Tel: 8862 3518 3999

Fax: 8862 6606 0021

1.3 DET Video Portcullis, Trust Net, Chambers, Trading Business Investment Common USD USDTechnology Ltd. Po.Box 3444 Road Town, Tortola, Stock 100,000 100,000 100

Bristish Virgin Island

Tel: 284 494 5296Fax: 284 494 5283

1.4 Delta Energy Systems Coesterweg 45, D-59494 Soest, Germany - Marketing & Sales - Power Systems Common EUR EUR(Germany) GmbH Tel: +49 2921 987 0 - R&D - Power Supply Stock 2,300,813.47 2,300,813.47 100

Fax: +49 2921 987 601 - Other Electronic

Products

1.4.1 Delta Renewable Energy Burgerfeldstrasse 19, 8730 Uznach R&D Renewable Energy Common (CHF) (CHF) 100Systems (Switzerland) AG Switzerland Products Stock 500,000 500,000

1.5 Delta Energy Systems Plot No. 27,Sector - 34, Phase IV, - Marketing & Sales Power Systems Common INR INR(India) Pvt. Ltd. Udyog Vihar, Gurgaon, India 122001 - Assembler Stock 44,500,000 40,476,020 100

Tel: +91 124 5169040

Fax: +91 124 4036045

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Company Location Type of Business Type of product Type of Registered Paid up % Holding

Stock Capital Capital

1.6 Delta Energy Systems Botanicka 25/A, SK-841 04, Bratislava Marketing & Sales Telecom Power Systems Common EUR EUR(Slovakia) s.r.o. Slovakia Stock 6,639 6,639 100

Tel: +421 2 65411 258Fax: +421 2 65411 283

1.7 Delta Electronics 1 Redwood Court, Peel Park Campus, - Providing services & supports to - Power Systems Common GBP GBPEurope Ltd East Kilbride G74 5PF, UK customers of Delta Group - Other Electronic Stock 1,000,000 500,000 100

Tel: +44 1355 588 888 - R&D ProductsFax: +44 1355 588 889

1.8 Delta Electronics Priemyselna ulica 4600/1, - Manufacturing Custom Design / Common EUR EUR(Slovakia) s.r.o SK - 018 41 Dubnica nad Vahom, Slovakia OEM Power Systems Stock 33,980,946.69 33,980,946.69 100

Tel: +421 42 466 1111Fax: +421 42 466 1130

1.9 Delta Energy Systems Str.Negru Voda Nr. 2, BI. C4 Sc.A, R&D Board Mounted Power Common RON RON(Romania) S.R.L. Suite 14-15. Sect 3,RO-70462 Bucharest, Stock 395,200 395,200 100

RomaniaTel: +40 1 321 3653Fax: +40 1 322 1644

1.10 Delta Energy Systems c/4400 E. Broadway. Suite 803, Tucson, R&D Power Systems Common USD USD(Arizona) Inc. Arizona, USA 85711 Stock 200,000 200,000 100

Tel: +1 520 326 8401Fax: +1 520 326 8366

1.11 DET SGP Pte Ltd. No 1 Kaki Bukit Road, 1 #03-29, Business Investment, Trading, Common USD USDEnterprise One, Singapore 415934 Marketing, After-Sales-Services, Stock 31,937,460 31,937,460 100Tel: +65 6747 5155 Business Management andFax: +65 6744 9228 Consultancy Service

1.11.1 Delta Green (Tianjin) 168, No.15 Coastal Way, Tianjin Port Free Manufacturing Radio Frequency Common USD USDIndustries Co., Ltd. Trade Zone, Tianjin P.R. China. Components Stock 22,650,000 22,650,000 50

Tel: 8622 2576 0371Fax: 8622 2576 0380

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Company Location Type of Business Type of product Type of Registered Paid up % Holding

Stock Capital Capital

1.11.2 Delta India Plot No. 43, Sector 35, Industrial Estate, - Marketing & Sales Electronic Products Common INR INRElectronics Pvt. Ltd. Gurgaon, 122001, Haryana, India - Manufacturing Stock 1,050,000,000 945,550,230 100

Tel : +91 124 4169040Fax: +91 124 4036045

1.12 Delta Greentech Scotia Centre, 4/F, P.O. Box 2804, Business Investment Focusing on Telecom Common USD USDInternational George Town, Grand Cayman Power Systems Products Stock 100,000,000 52,521,150 100Holding Ltd. KY1-1112, Cayman Islands

1.12.1 Delta Greentech Zandsteen 15, 2132MZ Hoofddorp, Business Investment Focusing on Telecom Common EUR EUR(Netherlands) The Netherlands Power Systems Products Stock 10,049,279 10,049,279 100Cooperaties UA Tel.: +31 20 655 0902

Fax: +31 20 655 09991.12.1.1 Delta Greentech Zandsteen 15, 2132MZ Hoofddorp, Business Investment Focusing on Telecom Common EUR EUR

(Netherlands) B.V. The Netherlands Power Systems Products Stock 10,039,279 10,039,279 100Tel.: +31 20 655 0902Fax: +31 20 655 0999

1.12.1.1.1 Delta Greentech Akaretler, Besiktas/istanbul at Süleyman - Trading - Telecom Power Systems Common TRY TRYElectronics Seba Caddesi No: 48 BJK Plaza B Blok - Assembler - UPS Stock 770,000 770,000 100Industry LLC Kat:12, Turkey

1.12.1.1.2 Delta Greentech 701 Brazos Street, Suite 1050 Austin TX 78701, - Marketing & Sales - Telecom Power Systems Common USD USD(USA) Corporation USA - Assembler - UPS Stock 6,000,000 6,000,000 100

1.12.1.1.3 Delta Greentech Rua Almirante Alexandrino, - Marketing & Sales - Power Systems Common BRL BRL(Brazil) S/A 1130, Afonso Pena CEP 83040-420, - Assembler - UPS Stock 6,545,368.23 6,545,368.23 100

Sao Jose dos Pinhais - PR, Brazil - OEMTel: +55 11 3568 3850Fax: +55 11 3568 3865

1.12.1.1.3.1 Delta Greentech Rua Almirante Alexandrino, Providing Engineering Service Common BRL BRL(Curitiba) 1130-Bairro Afonso Pena CEP 83040-420, to Delta Greentech (Brazil) Stock 1,000 1,000 100

Sao José dos Pinhais - PR, BrazilTel: +55 41 2141 6363Fax: +55 41 2141 6300

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Company Location Type of Business Type of product Type of Registered Paid up % Holding

Stock Capital Capital

1.12.2 Delta Greentech No 1 Kaki Bukit Road, 1 #03-29, Business Investment Common USD USDSGP Pte Ltd. Enterprise One, Singapore 415934 Stock 39,275,670 39,275,670 100

Tel: +65 6747 5155Fax: +65 6744 9228

1.12.2.1 Delta Greentech 21st Floor, Prosperity Center, Trading - Telecom Power Systems Common HKD(Hong Kong) Ltd. 25 Chong Yip Street, Kwun Tong, - Other Electronic Stock 775,000 - 100

Kowloon, Hong Kong Products1.12.2.2 Delta Power Plot No.28,Sector 34, EHTP, Gurgaon, - Marketing & Sales - Telecom Power Systems Common INR INR

Solutions (India) India 122001 - Assembler - UPS Stock 1,250,000,000 1,220,000,000 100Pvt. Ltd. Tel : +91-124-2399040

Fax: +91-124-40360451.12.2.3 Delta Greentech No 238 Minxia Road, Trading - Telecom Power Systems Common RMB RMB

(China) Co.,Ltd. Pudong District Shanghai, China - Display Products Stock 568,000,000 568,000,000 8.2Tel: +86 21 58635678 - AutomotiveFax: +86 21 38983692 Components

2. Delta Energy Systems Freiburgstrasse 251, CH-3018 - Marketing & Sales Power Module Common CHF CHF(Switzerland) AG Bern-Bümpliz, Swizerland - R&D Stock 20,000,000 20,000,000 100

Tel: +41 31 998 5311Fax: +41 31 998 5485

2.1 Delta Energy Systems Litevska 1174/8, 100 00 Praha 10, - Marketing & Sales - Power Systems Common CZK CZK(Czech Republic), spol. Czech Republic - R&D - Board Mounted Power Stock 8,000,000 8,000,000 100s r.o. Tel: +420 272 019 330 - Assembler - Other Electronic

Fax: +420 271 751 799 - Custom Design / OEM Products2.2 Delta Energy Systems Juvan Teollisuuskatu 15, PL63 - Marketing & Sales Power Systems Common EUR EUR

(Finland) Oy FI-02921 Espoo, Finland - Assembler Stock 269,100.68 134,550.34 100Tel: +358 9 8496 60Fax: +358 9 8496 6100

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Company Location Type of Business Type of product Type of Registered Paid up % Holding

Stock Capital Capital

2.3 Delta Energy Systems Actipark - Bois Chaland2, 15, rue des Marketing & Sales Power Systems Common EUR EUR(France) S.A. Pyrénées - BâtC, 91056 Evry Cedex Stock 1,605,000 1,605,000 100

LISSES, FranceTel: +33 1 69 77 82 60Fax: +33 1 64 97 05 77

2.4 Delta Energy Systems Via I Maggio 6, IT-40011 Anzola dellûEmilia, - Marketing & Sales Power Systems Common EUR EUR(Italy) s.r.l. Italy (BO) - Assembler Stock 100,000 100,000 100

Tel: +39 051 733 045Fax: +39 051 731 838

2.5 Delta Energy Systems Calle Luis I n Ì 60, Nave 1a, P.I. - Marketing & Sales - Power Systems Common EUR EUR(Spain) S.L. de Vallecas, E-28031 Madrid, Spain - R&D - Board Mounted Power Stock 200,000 200,000 100

Tel: +34 91 223 7420 - Assembler - Other ElectronicFax: +34 91 332 9038 - Custom Design / OEM Products

2.6 Delta Energy Systems Annavägen 3, P.O.Box 3096, - Marketing & Sales - Power Systems Common SEK SEK(Sweden) AB S-350 33 Växjä, Sweden - R&D - Board Mounted Power Stock 2,010,000 2,010,000 100

Tel: +46 470 70 68 00 - Assembler - Other ElectronicFax: +46 470 70 68 90 - Custom Design / OEM Products

2.7 Delta Energy Systems Poleczki 23, Street 02-822 Warsaw, Poland - Marketing & Sales Power System Common PLN PLN(Poland) Sp.zo.o Tel: +48 22 335 2600 - Assembler Stock 2,500,000 2,500,000 100

Fax: +48 22 335 2601

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Company Location Type of Business Type of product Type of Registered Paid up % Holding

Stock Capital Capital

2.8 Delta Energy Systems Vereyskaya Plaza II, Office 401, Marketing & Sales Power System Common RUR RURLLC Vereyskaya Ulitsa 29, K.134 B 121357 Stock 30,000 30,000 100

Moscow, Russia

Tel: +7 495 644 3240Fax: +7 495 644 3241

3. Delta Green Industrial 111 Moo 9, Bangwua, Bangpakong, Manufacturing, Integration, - LED Street Light Common THB THB(Thailand) Co.,Ltd. Chachoengsao, Thailand Installation, Service and Trading - Solar System Stock 200,000,000 60,000,000 100

- Telecom Power Systems

Currency Exchange Rates (Average): (30 Dec 10)

1 BRL = 0.58944 USD 1CHF = 1.03093 USD 1 CZK = 0.05255 USD 1 EUR = 1.32000 USD 1 GBP = 1.56000 USD

1 HKD = 0.12870 USD 1 INR = 0.02216 USD 1 PLN = 0.33113 USD 1 RON = 0.30769 USD 1 RMB = 0.15038 USD1 RUR = 0.03243 USD 1 SEK = 0.14574 USD 1 TRY = 0.65789 USD

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RISK FACTORS

Despite some recovery of global economy in 2010 compared to prior year, some complicatedissues and uncertainty would still remain and could affect both directly and indirectly to the businessoperation. To be prudent, the Company evaluates situation and appraises possible risks in order to bewell prepared for the consequence they might cause. Those major potential risk factors include thefollowings.1. Foreign Exchange

2010 was another challenge year for export business, given appreciation of Thai Baht andmany other Asian currencies to US dollar. Although Thai Baht against U.S. dollar strengthened bynearly 10 percent from the end of 2009, impact on Companyûs operation was mitigated bypartial import of US dollar raw materials. Similar to the subsidiaries overseas, their local currenciesthis year were also appreciated, such as Indian rupee. However, the impact of the currencyfluctuations could be varied from subsidiary to subsidiary due to its revenue and cost structuresthat may comprise different currencies. Strengthening of some currencies in some specificlocations may give no negative impact but benefit the operation. This in turn becomes a naturalhedge.

To ensure adequate protection from volatile currencies and interest rate, the Companyput in place a net position hedging policy for all currency exposures. With the favorable globalmoney market in 2010 that facilitated our hedging strategy, it resulted in a foreign exchangegain of approximately 85 Million Baht. Nevertheless, it should be noted that the Companyûsforeign exchange management policy is principally aimed to reduce risk and avoid speculation.However, all in costs are always taken into consideration to ensure that it is justified whencomparing to the risks involved.

2. Raw materials and supply chainThe global financial crisis that affected many businesses all over the world including

Thailand in 2008/2009 seems to have reached its bottom in Q3/Q4 2009. The Electronics Industryûsrecovery that was partly driven by the strong consumer demand of TV/Videos from FIFA 2010World Cup, Innovative Smart Phone / Tablet PC launched, Solar inverters, etc had resulted intight supplies as well as price increase in certain semiconductors and passive components in themarket place during Q2/Q3 2010 as demand exceeded supply. However, the Company so farhas not encountered serious supply situation as we have preventive as well as contingency planin place. Most of our raw materials are procured through multiple sources and in some casesfrom multiple countries/locations. We also collaborated with our key suppliers on raw materialsplanning and forecasting. On top of this we also have Consignment Inventory Program with ouroversea suppliers which provided us sufficient buffer inventory to keep our operation runningsmoothly in case of emergency situation. We also have strong logistic network support inThailand as well as regionally.

The current rising trend in Commodity prices such as Copper and Oil etc will have somenegative impact on some raw materials prices if the trends continue up, however we havetaken steps to minimize the impact by working with our R&D to minimize the usage of Copperwhere ever possible and also work with our suppliers to secure the needed supplies. We arecontinuously monitoring the financial economic recovery situation as well as the supply marketand will take the necessary actions to alleviate our risks by working closely with both ourcustomers and vendors.

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3. Accounts receivable collectionsThe 2010 global economics in general showed improving signs compared to last year

but it remains fluctuated in some regions such as Europe. However, even the sales proportion tothat region was quite significant but such impacts were minimal to the Company. With theattempt to deal with the uncertainty which we believe it always exists, the Company remainsprudent in managing its account receivables by spending its great efforts in monitoring andevaluating customersû financial standings to ensure the collections as the sales of goods andaccounts receivable collection are crucial source of fund.

The Company has continued investing in both working system and competent personnelto manage its account receivables. Some of the key personnel have been assigned to stationin some of the major business regions in order to closely monitor and effectively support thesales team in those regions. The Company also uses credit insurance service from a world classinsurer. They do not only help mitigate potential risks but also provide the up-to-date financialpositions of customers to the Companyûs credit control team which regularly appraises thefinancial positions of the major clients before approving credit sales to them. All these actionsare believed to help the Company to respond to the rapid changes in the market properly andproactively.

4. Shortage of labor and personnelSteadily growing of Thailand economy creates more demand in labor that could lead

to temporarily shortage of labor. The Company therefore seeks strategies to attract and findqualified human resources to join the Company. Given the market is rather on working peopleside, it is a challenge as well as risk for the Company to recruit and manage appropriatepersonnel towards potential increasing competition in the labor market in near thefuture.

In order to support growth prospect and accommodate the changing situation in theworkforce market, besides main approaches of establishing the competitive compensationscheme and welfare, the Company also continuously promotes human resource developmentwithin organization by providing training conducted by professional experts on various topicsthat related to the Companyûs business and at the same time encourages further study ofemployees. In addition, the Company has established collaboration with various educationalinstitutions and gives both support and helps facilitate time for the study. Building up loyalty andother types of motivations are offered to the employees such as career advancement,participation in various activities. These could benefit the organization and employeepersonally.

To be well prepared for having sufficient personnel to support business growth prospect,especially on those new business areas, the Company has included a channel for recruitmentby seeking employee directly from various educational institutions as well as from other sourcesboth domestically and abroad. The Company also funds research to various educationalinstitutions as well as creates joint research projects with them. Public relations to promote goodimage of the organization is another approach taken in order to attract qualified personnel tojoin the Company.

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5. Labor RelationsThe Company gives priority to labor relations and it put into an action by continuing

support various activities arranged by employees and labor union to promote good connectionas well as preventing and solving common problems that may arise. The Company establisheda labor relation committee with joint members from both employers and employees. Themeetings generally take place on a monthly basis to listen to problems, find solutions together,and arrange activities to promote labor relations. Not only it helps create a good relationshipbut it also builds beneficial impact to both employees and organization.

Despite various protection arrangements, the Company also has a contingency plan incase of labor dispute that may arise and would lead to protest and strike. In such event,executive officers, chief departments, relevant staff and government agencies are assignedspecific responsibilities to help collaborate so as to solve the problem instantaneously.

6. Investments and financial assistance given to its subsidiariesInvestments and financial assistances given to the subsidiaries are generally risk inherent

transactions. Risk management practices that the Company adopts are closely monitor andcontrol of treasury, accounts receivable and some other significant financial administration. Theexecutives of subsidiaries are from time to time gathering at the Company, either for training ormeeting. Not only efficiency in administration towards the same business direction can beassured, working morale and cooperation among the group are also built up.

7. Change of business policy by the major shareholdersDue to the fact that Delta Electronics Inc., (Taiwan), one of the Companyûs major

shareholders, and its subsidiaries in China have similar operations and products to those of theCompany. This would adversely affect the Companyûs operations if the overlapping items aretargeted exactly at the same markets. However, the main operation policy is to pull togetherthe advantages of each company in the group to enhance the group and individual companiesûcompetitiveness, rather than creating an unconstructive competition among the group. In fact,internal competition would not only benefit to no one, but also diminish competitive power tothe rivals outside the group.

Networking with the major shareholders helps establish a valuable synergy in variousareas such as improvement on research potentials and product development, increasing ofdistribution channels, and better of bargaining power in raw material procurement. Nonetheless,each company in the group still has its own autonomy and its operations are independentfrom one another. Up to now, even some products are quite similar but targeted at differentindustries or locations and the Company has gained supports from the major shareholders sinceit inauguration.

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CAPITAL STRUCTURE

Registered and paid up share capital (31 December 2010)

Type of Equity No. of Shares Par value (Baht) Total Value (Baht)1. Registered Share Capital 1,259,000,000 1 1,259,000,0002. Paid up Capital 1,247,381,614 1 1,247,381,614

The Annual General Meeting of the shareholders held on 30 March 2005 approved a resolutionto issue up to 59,000,000 warrants for offer to executive directors and other employees of the Company.The warrants can be exercised to subscribe to newly issued ordinary shares in a ratio of 1 warrant per1 ordinary share, at an exercise price of Baht 1 each. They are a one-time issue and have a life of 5years, with the exercise period commencing on the last business day of January 2006.

The Meeting of the Board of Directors of the Company held on 24 February 2010 approvedresolutions to pay a dividend to shareholders. As a result the Company adjusted the exercise ratio ofthe warrants in the manner stated in the prospectus, such that 1 warrant can be exercised topurchase 1.231 ordinary shares at a price of Baht 1 per share, effective from 10 March 2010.

During December 2010, 799 warrants were exercised to purchase 980 new ordinary shares, theCompany registered this capital increase with the Ministry of Commerce on 22 December 2010.

The final date for the exercise of the Companyûs warrants was 17 December 2010, after whichthe remaining 2,399 warrants can no longer be exercised.

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Top 10 shareholders (As of August 24, 2010)

No. Name Holding %1. Citibank Nominees Singapore Pte Ltd-S.A. PBG Clients SG 345,185,420 27.67

(For Deltron Holding Ltd.)2. Citibank Nominees Singapore Pte Ltd-S.A. PBG Clients SG 191,984,450 15.39

(For Delta International Holding Ltd.)3. Citibank Nominees Singapore Pte Ltd-S.A. PBG Clients SG 187,760,220 15.054. Delta Electronics Inc. 69,128,140 5.545. USB AG Singapore, Branch-PB Securities Client Custody 53,172,220 4.266. State Street Bank And Trust Company For London 50,170,206 4.027. Chase Nominees Limited 42,454,108 3.408. Thai NVDR Co.,Ltd 32,687,999 2.629. HSBC (Singapore) Nominees Pte Ltd. 26,386,390 2.1210. State Street Bank And Trust Company 11,682,404 0.94

Major shareholders that are influential the Companyûs Management Policy

1. Citibank Nominees Singapore Pte Ltd-S.A. PBG Clients SG(For Deltron Holding Ltd.) 345,185,420 27.67

2. Citibank Nominees Singapore Pte Ltd-S.A. PBG Clients SG(For Delta International Holding Ltd.) 191,984,450 15.39

3. Delta Electronics Inc. 69,128,140 5.54

Dividend Policy

The Company has a policy to pay dividend at least 30% of its net profits. However, the dividendpayout ratio would be subject to change depending on the investment plan and/or other capitalrequirements the Company may have in the future.

The Companyûs Board of Directorsû Meeting No. 1/2011 held on February 14, 2011 resolved to paydividend for the year 2010 at Baht 1.70 per share, representing a payout ratio of 51%. This is subject tothe 2011 Annual General Meeting of Shareholdersû approval. (The dividend paid in 2009 was Baht 1.50per share, representing a payout ratio of 85%).

Dividend payment of the subsidiaries would be determined based on the profitability andreinvestment opportunities of each subsidiary. In addition, the relevant laws, regulations, tax andforeign exchange control of the country where the subsidiary is located at will also be taken intoconsideration for greatest benefits of the Company and shareholders.

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A n n u a l R e p o r t 2 0 1 01 Mr. Ng Kong Meng (James Ng)

Chairman

2 Mr. Ming-Cheng Wang (Stronger Wang)Vice Chairman

3 Mr. Hsieh, Heng-Hsien (Henry Shieh)Director

4 Mr. Chu, Chih-Yuan (Roger Chu)Director

5 Mr. Anusorn MuttaraidDirector

6 Ms. Niramol TantipuntumDirector

7 Emeritus Professor Supapun RuttanapornIndependent Director

8 Mr. Supat LimpapornIndependent Director

9 Assistant Professor Liu, Heng-YihIndependent Director

Board of Directors

30

√ “ ¬ ß “ π ª √ – ®Ì “ ªï 2 5 5 3

2784

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Mr. Ng Kong Meng (James Ng)

Positionë Chairman of the Board

(Authorized Director)Age 64

Educationë M. Sc (Electronic Engineering),

University of Southampton, UKë Bachelor Degree in Electrical Engineering,

National Taiwan University, Taiwanë Director Accreditation Program (DAP)

Thai Institute of Directors Association Year 2007ë Director Certification Program (DCP),

Thai Institute of Directors Association, Year 2009ë Financial Statements Demystified for Directors

(FDD), Thai Institute of Directors Association, Year2009

Shareholding in the Company (31 Dec 10)ë 1,950,000 shares (0.16% of paid up capital)

Work ExperiencePresent : Chairman of the Board (1990-present)

Delta Electronics (Thailand) Plc2004-2008 : Executive Committee Member,

Delta Electronics (Thailand) Plc1990-2006 : President,

Delta Electronics (Thailand) Plc

95613

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Mr. Hsieh, Heng-Hsien (Henry Shieh)

Positionë Director of the Board

(Authorized Director)ë President & DES Presidentë Executive Committee Chairmanë Risk Management Committee Chairman

Age 47

Educationë MBA, Pacific Western University, USAë Electrical Engineering (Diploma),

National Taipei University of Technology, Taiwanë Director Accreditation Program (DAP),

Thai Institute of Directors Association, Year 2006

Shareholding in the Company (31 Dec 10)ë 240,755 shares (0.02% of paid up capital)

Work ExperiencePresent : Director of the Board (2006-present)

: President (2007-present): President of Delta Energy Systems (DES)group (2004-present)

: Executive Committee Chairman(2009-present)

: Risk Management CommitteeChairman (2009-present)Delta Electronics (Thailand) Plc

2004-2008 : Executive Committee Member,Delta Electronics (Thailand) Plc

2004-2006 : CEO, Delta Energy Systems(Switzerland) AG

2003-2006 : Vice President Sales & Marketing,Delta Electronics (Thailand) Plc

Mr. Ming-Cheng Wang (Stronger Wang)

Positionë Vice Chairman of the Board

(Authorized Director)ë Vice Presidentë Executive Committeeë Risk Management Committee Vice Chairman

Age 65

Educationë Industrial Engineering (Diploma),

National Taipei Institute of Technology,Taiwan

Shareholding in the Company (31 Dec 10)ë 2,520,010 shares (0.20% of paid up capital)

Work ExperiencePresent : Vice Chairman of the Board

(1990-present): Vice President (1990-present): Executive Committee Member(1999-present)

: Risk Management Committee ViceChairman (2009-present)Delta Electronics (Thailand) Plc

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Mr. Chu, Chih-Yuan (Roger Chu)

Positionë Director of the Board

(Authorized Director)Age 64

Educationë B.A in Economics, Chinese Culture University

(Taipei), Taiwanë Executive Program of Graduate School of

Business Administration, Chung Yuan ChristianUniversity, Taiwan

ë Director Accreditation Program (DAP)Thai Institute of Directors Association, Year 2007

Shareholding in the Company (31 Dec 10)ë 750,000 shares (0.06% of paid up capital)

Work ExperiencePresent : Director of the Board,

Delta Electronics (Thailand) Plc(1988-present)

: Supervisor, NeoEnergyMicroelectronics (2009-present)

: Director, Delta Electronics InternationalLtd. (Labuan) (2004-present)

: Supervisor, Delta Electronics (Korea),Inc. (2004-present)

: Supervisor, Delta Greentech (China)Co., Ltd. (2002-present)

: Supervisor, Addtron Technology(Japan) Co., Ltd (1998-present)

: Director, Delta Power Sharp Ltd.(1995-present)

: Supervisor, Delta Electronics (Japan),Inc. (1991-present)

: Senior Vice President and CorporateCFO, Delta Electronics, Inc.(Taiwan)(1986-present)

Mr. Anusorn Muttaraid

Positionë Director of the Board

(Authorized Director)ë Executive Committee Memberë Compensation Committee Memberë Risk Management Committee Memberë Human Resources & Administration/

Public Relations DirectorAge 57

Educationë B. Sc, Kasetsart Universityë Director Certification Program (DCP),

Thai Institute of Directors Association, Year 2004

Shareholding in the Company (31 Dec 10)ë 240,000 shares (0.02% of paid up capital)

Work ExperiencePresent : Director of the Board (1994-present)

: Executive Committee Member(1999-present)

: Compensation Committee Member(2007-present)

: Risk Management CommitteeMember (2009-present)

: Human Resources & Administration/Public Relations Director(1993-present)Delta Electronics (Thailand) Plc

2010-Present : Managing Partner, Anupong GlobalizeLimited Partnership

2009-Present : Chairman of Committee on IndianAffairs, Board of Trade of Thailand

2007-Present : Chairman of Thailand-India BusinessCouncil, Board of Trade of Thailand

2007-Present : Managing Partner, Anusorn GlobalizeLimited Partnership

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Emeritus ProfessorSupapun Ruttanaporn

Positionë Independent Directorë Audit Committee Chairperson

Age 67

Educationë M.B.A (Accounting),

Michigan State University, USAë B.A (Accounting) (Hons),

Chulalongkorn Universityë Director Certification Program (DCP),

Thai Institute of Directors Association, Year 2002

Shareholding in the Company (31 Dec 10)ë None

Work ExperiencePresent : Independent Director (2004-present)

: Chairperson of Audit Committee(2007-present)Delta Electronics (Thailand) Plc

: Audi t Committee of CharoenPokphand Foods Plc (2009-present)

: Audit Committee of Grow Energy Plc(1999-present)

: Executive Director, S.S Grain OverseasCompany Limited

: Treasurer of Wat YannasungvararamFoundation

: Honorable auditor of Som Dej Pra ThepRattanasuda Foundation

: Pension staff ofChulalongkorn University

Year 2007-2010: Member of Ethics Committee,Federation of Accounting Profession

Year 2001-2009: President of Thai AccountingAssociation

Ms. Niramol Tantipuntum

Positionë Director of the Board

(Authorized Director)ë Head of Accounting

Age 54

Educationë MBA, National Institute of Development

Administrationë B.A (Accounting), Ramkhamhaeng, Universityë Director Accreditation Program (DAP),

Thai Institute of Directors Association, Year 2004

Shareholding in the Company (31 Dec 10)ë 120,000 shares (0.01% of paid up capital)

Work ExperiencePresent : Director of the Board (1994-present)

: Head of Accounting (1991-present)Delta Electronics (Thailand) Plc

1999-2008 : Executive Committee member,Delta Electronics (Thailand) Plc

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Mr.Supat Limpaporn

Positionë Independent Directorë Audit Committee Memberë Compensation Committee Chairman

Age 66

Educationë M.E Mechanical Engineering,

Technical University, Hannover, West Germanyë B.E Mechanical Engineering,

Technical University, Hannover, West Germanyë Director Accreditation Program (DAP)

Thai Institute of Directors Association, Year 2007ë Director Certification Program (DCP),

Thai Institute of Directors Association, Year 2008ë Role of Compensation Committee (RCC),

Thai Institute of Directors Association, Year 2008

Shareholding in the Company (31 Dec 10)ë None

Work ExperiencePresent : Independent Director /

Audit Committee Member(2007-present)

: Compensation Committee Chairman(2007-present)Delta Electronics (Thailand) Plc

October : Chairman of Audit and Evaluation2010-Present Committee, Ministry of Industry2005-Present : Performance Agreement

Subcommittee, Ministry of Finance2006 : Committee on Labour Relations,

Ministry of Labour2003 : Director General of The Industrial

Promotion Department,Ministry of Industry

2002-2003 : Deputy Secretary Generalof The Board of Investment

Assist Professor Liu, Heng-Yih

Assistant Professor Liu, Heng-Yih

Positionë Independent Directorë Audit Committee Memberë Compensation Committee Member

Age 46

Educationë Ph.D., International Business and Strategy

Graduate Institute of International BusinessNational Taiwan University, Taiwan

ë M.B.A University of Nottingham, UKë B.E., Mechanical Engineering,

National Cheng Kung University, Taiwan

Shareholding in the Company (31 Dec 10)ë None

Work ExperiencePresent : Independent Director /

Audit Committee Member(2009-present)

: Compensation Committee Member(2009-present)Delta Electronics (Thailand) Plc

2008-Present : Independent supervisor,Wha Yu industrial Co., Ltd. Taiwan

2004-Present : Assistant Professor of Strategy andInternational Business at the Collegeof Management in Yuan ZeUniversity, Taiwan

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Management Team

Mr. Hsieh, Heng-Hsien (Henry Shieh)ë President & DES President(For futher details, please refer to his profile in the Board ofDirectors)

Mr. Wang, Ming-Cheng (Stronger Wang)

ë Vice President(For futher details, please refer to his profile in the Board ofDirectors)

Mr. Anusorn Muttaraid

ë Human Resources & Administration/Public Relations Director

(For futher details, please refer to his profile in the Board ofDirectors)

Mr. Yu, Po-Wen (Beau Yu)

Positionë Chief Financial Officer (CFO)Age 50 years

Work ExperiencePresentë Executive Committee Member (1999-present)ë Risk Management Committee Member (2009-present)ë Chief Financial Officer (CFO) (1991-present)

Delta Electronics (Thailand) Plc

Educationë M.B.A, University of South Australia, Australia.ë B.A (Accounting), Chinese Culture University (Taipei), Taiwan

Shareholding in the Company (31 Dec 10)ë 10 shares (0.0000008% of paid up capital)

Ms. Saowanee KosutarakPositionë Chief Information Officer (CIO)Age 48 years

Work ExperiencePresentë CIO, Delta Electronics (Thailand) Plc (2004-present)ë Risk Management Committee Member (2009-present)1997-2004IT Senior Manager, Delta Electronics (Thailand) Plc

Educationë MBA, City University, USAë B. Sc, Kasetsart University

Shareholding in the Company (31 Dec 10)ë None

Mr. Boonsin Surawatsatain

Positionë Internal Audit Senior ManagerAge 49 years

Work ExperiencePresentInternal Audit Senior Manager (2005-present)Delta Electronics (Thailand) Plc2005Internal Audit Vice President, Glow Energy Plc2004Senior Manager Internal Audit, Aviva Insurance (Thai) Co.,Ltd.

Educationë M. Sc (Accounting) , Thammasart Universityë B.A. (Accounting), Chulalongkorn Universityë Audit Committee Program (ACP),

Thai Institute of Directors Association, Year 2009ë Company Secretary Program (CSP),

Thai Institute of Directors Association, Year 2008ë Certified Internal Auditor (CIA)ë Certified Public Accountant

Shareholding in the Company (31 Dec 10)ë None

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Managerial Structure

○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○

Remark : * Delta Energy Systems Group

Organization Chart

Compensation Committee Audit CommitteeBoard of Directors

Executive Committee

President

Risk Management Committee

Internal Audit

IT HRA/PR Operation Finance DES*

The Companyûs managerial structure consists of 5 committees including board of directors,executive committee, audit committee, compensation committee and risk management committeewith details as described below.

BOARD OF DIRECTORSThe Companyûs board of directors is now composed of 9 members, 6 executive directors, 3

non-executive directors (independent directors) and more than a half of the total number of directorshave residence within the Kingdom. As reported in the Ministry of Commerceûs certification dated 22December 2010, list of the members of the board of director is shown below.

Name Position Appointment Date

1. Mr. Ng Kong Meng Chairman of the Board Year 19902. Mr. Ming-Cheng Wang Vice Chairman Year 19903. Mr. Hsieh, Heng-Hsien Director and President Year 20064. Mr. Chu, Chih-Yuan Director Year 19885. Mr. Anusorn Muttaraid Director Year 19946. Ms. Niramol Tantipuntum Director Year 19947. Emeritus Professor Supapun Ruttanaporn Independent Director Year 20048. Mr. Supat Limpaporn Independent Director Year 20079. Assistant Professor Liu, Heng-Yih Independent Director Year 2009

Ms. Duangrat Lertvorasirikul and Ms.Wilailak Fungthanakun are Company Secretary and Secretary tothe Board of Directors

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Authorized Directors:The following 6 directors are authorized to act on behalf of the Company under following

conditions (1) Either Mr. Ng Kong Meng or Mr. Ming-Cheng Wang or Mr. Hsieh, Heng-Hsien, jointly signtotaling two persons with the Companyûs seal being affixed, or (2) Mr. Ng Kong Meng or Mr. Ming-Cheng Wang or Mr. Hsieh, Heng-Hsien, signs name together with Mr. Anusorn Muttaraid or Ms. NiramolTantipuntum or Mr. Chu, Chih-Yuan, totaling two persons with the Companyûs seal being affixed.

Scope of Responsibilities of the Board of Directors:1. To manage the business of the Company faithfully and prudently and comply with the laws and

the Companyûs objectives, Articles of Association as well as the resolution of the shareholdersûmeeting, for the benefits of the Company.

2. To determine policies, business strategy, business plan and budget of the Company, and tosupervise that the administration and management including to follow up the result of theoperation performed by the executive committee in order to ensure its proper compliance withthe plan, policies and budget.

3. To review the Companyûs internal control systems and risk management to be correctly andefficiently conducted.

4. To ensure that the Company compiles with the Securities and Exchange Act and other securitiesand exchange laws e.g. SEC rules and regulations and the SET regulations, for instance,regulations concerning the entry into connected transactions and regulations concerning thesubstantial acquisition of assets, including any law governing the Companyûs business.

5. To arrange for the preparation and submission of the audited balance sheet and profit and lossstatement at the end of each accounting period to the shareholdersû meeting for its considerationand approval.

6. To monitor on the adequacy and timely of the Companyûs disclosure of information.7. To authorise any other person to perform any action on behalf of the board of directors under

the supervision of the board of directors, or granting the power-of-attorney to such person toperform any action as the board of directors may think fit; provided, however, that the boardof directors has the sole discretion to revoke or modify such power-of-attorney as the board ofdirectors may think fit.

For this purpose, no authorization will be enable the grantee under the power-of-attorneyto consider and approve the transaction which may cause a conflict of interest betweenhimself or any related person or interested person as the one party and the Company as theother party, unless it is granted following the approved policies and criteria previously set out bythe board of directors.

Qualifications of Director1. A director shall have qualifications and shall not have prohibited characteristics as specified in

the law on public limited companies, as well as shall not have characteristics indicating a lackof appropriateness in respect of trustworthiness in managing business whose shares are held bypublic shareholders as specified in the notification of SEC.

2. Professional ethics and excellent career profile.3. Knowledge or experience in business administration, especially in electronics, telecommunications,

finance and accounting or any other areas, as the board deems appropriate.4. Able to participating in all boardûs meetings and shareholdersû meetings (except in case of

emergency).5. Other qualifications that the board may later consider appropriate or are required by law.

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Qualifications of Independent DirectorQualifications of independent director (ID) have been defined based on the requirement of

Office of Securities and Exchange Commission as follows:1. Not holding shares exceeding 1% of the total shares with voting rights of the company, its parent

company, its subsidiary, its associated company, or potential conflicting person provided thatany shares held by his or her related person must be taken into account.

2. Not being nor having been an executive director, employee, officer, monthly paid advisor orcontrolling person of the company, or its parent company, its subsidiary, its associated company,its parallel subsidiary company or potential conflicting person with the company except thathe/she has no such characteristic for at least two years before becoming an independentdirector.

3. Not being a person related by blood or by registration under laws as father, mother, spouse,sibling and child, including spouse of child of executive, major shareholder, controlling person,or such other person who will be nominated to take up the position of executive or controllingperson of the company or its subsidiary.

4. Not having nor having had any business relationship with the company, its parent company, itssubsidiary, its associated company or potential conflicting person as might interfere with his/heruse of independent discretion, including not being nor having been a major shareholder, adirector who is not an independent director, or an executive of a person who has a businessrelationship with the company, its parent company, its subsidiary, its associated company orpotential conflicting person except that he/she has no such characteristic for at least two yearsbefore becoming independent director. Details of business relations are summarized as follows:4.1 Professional advisor

4.1.1 Not being an auditor for any cases4.1.2 Not being the advisors (such as legal advisor, financial advisor, appraiser or others)

with value of transactions of greater than 2 million Baht per year4.2 Other business relationship

4.2.1 Scope of business covers normal business transaction, rental or lease of immovableproperty transaction, asset or service transaction, and financial assistance transaction.

4.2.2 Not having business relationship with the value of transactions of 20 million Bahtor more or 3% or more of its net tangible assets, whichever is lower (includingtransactions undertaken with the same person in 6 months).

4.2.3 For existing independent director, any case deemed to be necessary and appropriateand not be a regular case, the board of directors with the unanimous resolution mayexcept the transaction which exceeding the above value. In such case, the businesstransaction is required to be disclosed in the registration statement, Form 56-1, andannual report (Form 56-2). If the independent director will be re-appointed foranother term, such relationship or transaction must also be disclosed in the noticeof meetings.

5. Being a director whom is not appointed as a representative to safeguard interests of thecompanyûs directors, majority shareholders or shareholders who are related to the companyûsmajor shareholders.

6. Not having any other characteristics which make it incapable of expressing an independentopinion with regard to the companyûs operations.

7. An independent director who satisfies qualification specified in 1 to 6 above may be empoweredby the board to make decision in normal business operation provided that the decision processis in form of collective decision.

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Selection of Directors and Independent DirectorsThe board is responsible for the search, selection and nomination of the qualified candidate to

be director or member of any committee of the Company as currently the nominating committee hasyet been appointed for such assignment. However, to promote the good governance the Companyhas invited the small shareholders to nominate the candidates to be directors of the Company. Thecandidate is required to have some basic qualifications as shown in the Companyûs website. Theboard will consider and approve selecting the candidate by the majority votes of the board meeting.After selected, the board shall nominate such candidate to the shareholdersû meeting for approval.

Appointment of DirectorsBased on the Article of Association of the Company, an appointment of director is made

through a majority vote of shareholders meeting. One share shall count for one vote and eachshareholder shall exercise all the votes he has to appoint the nominated person or nominated personsto be director on a person-by-person basis or en bloc basis, provided that he cannot divide his voteto any person to any or in the basis extent. The person obtaining the most votes in descending ordershall be elected as directors equal to the number of directors required. In the event that personsreceiving votes in respective orders receive equal votes and the number of position exceed thepositions required, the chairman of the meeting shall have a casting votes.

Directorship of the Board of Directors and Executives in other CompaniesTo ensure the directorûs efficient performance and in compliance with Corporate Governance

Principles, the board of directors requires that each director may retain the office of director in, apartfrom the Company, other five listed companies as a maximum. Moreover, before participating asboard director of any other company (except subsidiary company), the directors, president and/orthe other top executives must first seek approval from the board of directors.

EXECUTIVE COMMITTEEThe executive committee of the Company consists of 7 members as follows;

Name Position

1. Mr. Hsieh, Heng-Hsien Executive Committee Chairman2. Mr. Ming-Cheng Wang Member3. Mr. Anusorn Muttaraid Member4. Mr. Yu, Po-Wen Member5. Mr. Vichai Saksuriya Member6. Mr. Mana Tangchatsiri Member7. Mr. Sim, Kuik-Keong Member

Scope of Responsibilities of Executive Committee:1. To operate and manage the business of the Company in compliance with Companyûs objectives,

Memorandum of Association, policies, regulations, notifications, orders as well as the resolutionof the board of directors and/or shareholdersû meeting.

2. To establish policies, business plan, directions, strategies, budget and the main organizationstructure and authority of each department within the Company including the organizationchart in order to propose to the board of directors for its consideration and approval as well asto monitor and follow up the result of the operation of the Company to be in accordance withthe policies.

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3. To be eligible to do the following transactions with banks and to report these transactions to theboard of directors in the following board meeting after execution of those transactions.

(a) Open or close bank accounts,(b) Enter into any contract which is in the Companyûs normal course of business and/or any other

transactions with banks or other financial institution for a total combined amount of not exceed-ing USD 50 million or equivalent in any other currencies per bank, in case there is a need to useany assets of the Company as collateral to support the banking facilities, approval of the boardof director must be obtained,

(c) Issue corporate guarantee to support banking facilities granted to Subsidiaries for a totalamount of not exceeding USD 50 million or equivalent in any other currencies per company.

(d) Renew banking facilities without any limit.4. To be eligible to approve the investment in subsidiary companies for the amount of not

exceeding USD 5 million or equivalent in any other currencies per company per calendar yearand in the aggregate amount, after combining all investments, of not more than USD 20 millionor equivalent in any other currencies within a calendar year. Such investment transactions arerequired to report to the board of directors in the following board meeting

5. To be eligible to appoint, promote, transfer or discharge directors and/or executives of thesubsidiary companies.

6. To authorize any one or more persons to perform any action under the supervision of theExecutive Committee, or granting the power-of-attorney to such person(s) to perform anyaction within the specified time as the executive committee may think fit; provided, however,that the executive committee has the sole discretion to revoke or modify such designatedperson or power-of-attorney as the executive committee may think fit.

For this purpose, no authorization will be enable a member of the executive committeeunder the power-of-attorney and/or his sub power-of-attorney to approve the transactionwhich may cause a conflict of interest between such attorney or any related person (as definedin the SEC Notification) as the one party and the Company or its subsidiary as the other party,unless it is granted in accordance with the Companyûs normal course of business as clearlyidentified.

7. To perform any other duties assigned by the board of directors.

AUDIT COMMITTEEThe audit committee of the Company consists of 3 members and all the members are

independent directors. Term of office shall follow the annual director election and qualifications andresponsibilities of the Committee as prescribed by the SET. List of the members of the audit committeeis shown below.

Name Position

1. Emeritus Professor Supapun Ruttanaporn* Audit Committee Chairperson2. Mr. Supat Limpaporn Audit Committee member3. Assistant Professor Liu, Heng-Yih Audit Committee member

Remark: * Being a director who is knowledgeable and experienced in reviewing Companyûs financial statementsappointed since 2004

Qualifications of Audit Committee:1. All members must be independent director.2. Not being a director who is authorised by the board of directors to make decisions relating to

the operations of the company, its parent company, its subsidiary, its associated company, itsparallel subsidiary company or potential conflicting person.

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3. Not being a director of a parent company, subsidiary or parallel subsidiary company which is alisted company.

4. Having duties and responsibilities according to the SETûs rules.5. Having sufficient knowledge and experience to perform his/her duties as a member of the audit

committee provided that at least one member of the audit committee must have sufficientknowledge and experience to review the reliability of the financial statements.

6. Being appointed by the Board or shareholders meeting.

Scope of Responsibilities of Audit Committee:1. To review the companyûs financial reporting process to ensure that it is accurate and adequate;2. To review the companyûs internal control system and internal audit system to ensure that they

are suitable and efficient, to determine an internal audit unitûs independence, as well as toapprove the appointment, transfer and dismissal of the chief of an internal audit unit or anyother unit in charge of an internal audit;

3. To review the companyûs compliance with the law on securities and exchange, the Exchangeûsregulations and the laws relating to the companyûs business;

4. To consider the capability and the independence of an external auditor and propose to beappointed as the Companyûs auditor including the audit fee, as well as to attend a non-management meeting with the auditor at least once a year;

5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests,to ensure that they are in compliance with the laws and the Exchangeûs regulations, and arereasonable and for the highest benefit of the company;

6. To report the governance activities of the Audit Committee in the company annual report,which must be signed by the chairman of the Audit Committee. The report have to consist ofat least the following information:(a) An opinion on the accuracy, completeness and reliability of the company financial reports,(b) An opinion on the adequacy of the company internal control system,(c) An opinion on the compliance with related laws i.e. the Securities and Exchange Act, the

SET regulations, or the laws relating to the business of the company,(d) An opinion on the suitability of the external auditor,(e) An opinion on the transactions that may lead to conflicts of interest,(f) The number of Audit Committee meetings, and the attendance of such meetings by each

committee member,(g) An opinion or comment the Audit Committee receives when performing its duties as

specified in the audit committee charter.(h) Other transactions the Audit Committee opines that should be known to the shareholders

and general investors, under the scope of duties and responsibilities assigned by thecompany board of directors.

7. To do any other matters assigned by the board of directors of which the Audit Committee agrees.

COMPENSATION COMMITTEEThe Compensation Committee consists of 3 members, 2 independent directors and 1 executive

director in charge of human resources function. Term of office shall follow the annual director election.List of the members of the compensation committee is shown below.

Name Position

1. Mr. Supat Limpaporn Compensation Committee Chairman (Independent Director)2. Assistant Professor Liu, Heng-Yih Compensation Committee Member (Independent Director)3. Mr. Anusorn Muttaraid Compensation Committee Member

(Human Resources & Administration Director)

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Scope of Responsibilities of Compensation Committee:1. Appraise the performances of the president annually.2. Determine the remuneration of the directors of the company and members of sub-committee,

which would include monthly remuneration, meeting allowance, annual bonus and other benefitsin terms of both financial and/or non financial, with fair and reasonable principles and packagestructure and submit it to the board of directors and shareholders for approval.

3. Determine the remuneration of the Companyûs president which would include salary, annual bonusand/or other benefits in terms of both financial and/or non financial, with fair and reasonableprinciples and package structure and submit it to the board of directors for approval.

4. Review the remuneration of directors, committee and president based on their performances, thecompanyûs performances and best practice in the market and/or among the listed companies inThailandûs stock exchange.

5. Perform any other duties assigned by the board. To perform the assigned job, the compensationcommittee may seek advice or opinion from the relevant independent professionals as necessaryand appropriate. Compensation committee may also need to attend training or seminar with thepurpose to enhance knowledge and capability in performing their job at the expense of theCompany.

RISK MANAGEMENT COMMITTEERisk management committee consists of 14 members as follows;

Name Position

1. Mr. Hsieh, Heng-Hsien Risk Management Committee Chairman2. Mr. Ming-Cheng Wang Risk Management Committee Vice Chairman3. Mr. Anusorn Muttaraid Member4. Mr. Lin, Nan-Hong Member5. Mr. Yu, Po-Wen Member6. Mr. Vichai Saksuriya Member7. Mr. Mana Tangchatsiri Member8. Mr. Sim, Kuik-Keong Member9. Ms. Saowanee Kosutarak Member10. Mr.Chiang, Chia-Chih Member11. Mr. Tang Peng Seng Member12. Mr. Didier Chaumet Member13. Mr. See Kai Mun Member14. Mr. Chong Kai Kok Member

Mr. Tam, Chung-I (Johnny Tam) is the Risk Management Manager

Scope of Responsibilities of the Risk Management Committee:1. Establish risk management procedures.2. Implement risk management, to delegate the risk management to their respective managers.3. Develop and review strategic risk management plans4. Quarterly and/or annually and/or any time that is necessary report to the Board or to the Audit

Committee as assigned by the Board.5. Monitor and continuously improve risk management.6. The committee may seek advice from relevant professional consultant in some cases

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MANAGEMENT TEAMThe management team of the Company consists of 6 members as follows;

Name Position

1. Mr. Hsieh, Heng-Hsien President and DES* President2. Mr. Ming-Cheng Wang Vice President3. Mr. Anusorn Muttaraid Human Resources & Administration /

Public Relations Director4. Mr. Yu, Po-Wen Chief Financial Officer5. Ms. Saowanee Kosutarak Chief Information Officer6. Mr. Boonsin Surawatsatain Internal Audit Senior Manager

Remark: * DES means Delta Energy Systems group of companies which are all subsidiary companies mainly locatedin Europe.

Scope of Responsibilities of the President:1. To manage, control and responsible for the operation of the Company in accordance with

the directions set out in the Companyûs budget as approved by the board of directors and/orthe executive committee of the Company including taking care, advising and improving theoperation continuously.

2. To propose policies, strategy of the Company and of the business unit of the Company to theboard of directors for acknowledgement and approval and to be responsible for applying suchstrategy with its operation.

3. To be jointly responsible with the executive committee for preparation of the annual budget andthe operational plan of the Company, reviewing the annual budget quarterly and proposingthe amended budget to the board of directors.

4. To report the operational result to the board of directors quarterly.5. To have the authorization to approve the payment in accordance with the Approval Authorization

Instruction of the Company, which had already been copied to all directors for consideration.However, with respect to the matters other than the normal course of business, the president shallhave the authorization to approve such payment only upon receipt of the boardûs approval

6. To be eligible in appointing and managing any working groups or any persons for benefit of theCompany and efficient management, transparency, or empowering to any person or assigningany person to do any specific tasks in such authorization complies must be within the scope ofthe power-of-attorney and/or regulations, notifications or orders as determined or approved bythe Board of Directors and/or the Company.

For this purpose, no authorization will be enable the president to approve the transactionwhich may cause a conflict of interest between himself/his assignee and any related person(as defined in the SEC Notification) as the one party and the Company or its subsidiary as theother party, unless it is granted in accordance with the Companyûs normal course of business asclearly identified.

7. To do any acts as assigned by the board of directors.

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Meeting Attendance of directors in 2010 as follows;

Unit : Times

NameBoard of Audit Compensation

AGM EGMDirectors Committee Committee

No. of total meetings held 7 9 4 1 11. Mr. Ng Kong Meng 6/7 N/A N/A 1/1 1/12. Mr. Ming-Cheng Wang 7/7 N/A N/A 1/1 1/13. Mr. Hsieh, Heng-Hsien 6/7 N/A N/A 1/1 0/14. Mr. Chu, Chih-Yuan 5/7 N/A N/A 0/1 0/15. Mr. Anusorn Muttaraid 6/7 N/A 4/4 1/1 1/16. Ms. Niramol Tantipuntum 6/7 N/A N/A 1/1 1/17. Emeritus Prof. Supapun Ruttanaporn 5/7 9/9 N/A 1/1 0/18. Mr. Supat Limpaporn 7/7 9/9 4/4 1/1 1/19. Asist.Prof. Liu, Heng-Yih 6/7 5/9 2/4 1/1 0/1

Remark: * Assist.Prof. Liu, Heng-Yih had participated via teleconference in 4 audit committee meetings and 2compensation committee meetings

Remuneration of Directors and ManagementThe consideration of remuneration will be based upon the general guidelines for Determination of

Director and Top Executive Remuneration proposed by the Compensation Committee and approvedby Board of Directors (For further details, please see the Guidelines for Determination of Director andTop Executive Remuneration in the Corporate Governance Report). Remunerations of Directors andManagement in 2010 are listed as follows;1. Remuneration

1.1 Remuneration of DirectorsThe remuneration of 9 directors including annual remuneration and meeting

attendance fee with details shown below;Unit : Times

Name of Director Remuneration Meeting fee 1) Total Amount2010 2009 2010 2009 2010 2009

Mr. Ng Kong Meng 1,500,000 1,500,000 60,000 70,000 1,560,000 1,570,000Mr. Ming-Cheng Wang 480,000 480,000 - - 480,000 480,000Mr. Hsieh, Heng-Hsien 480,000 480,000 - - 480,000 480,000Mr. Chu, Chih-Yuan 480,000 480,000 - - 480,000 480,000Mr. Anusorn Muttaraid 480,000 480,000 - - 480,000 480,000Ms. Niramol Tantipuntum 480,000 480,000 - - 480,000 480,000Emeritus Prof.Supapun Ruttanaporn 1,100,000 1,100,000 150,000 150,000 1,250,000 1,250,000Mr. Supat Limpaporn 1,100,000 1,100,000 210,000 190,000 1,310,000 1,290,000Assist.Prof. Liu, Heng-Yih 1,000,000 1,000,000 130,000 110,000 1,130,000 1,120,000

Total 7,100,000 7,100,000 550,000 570,000 7,650,000 7,670,000

Remarks: 1) Meeting attendance fee are only for Chairman of the Board and Independent Director for theirparticipation in every committee meeting and Shareholdersû meeting.

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1.2 Remuneration of the ManagementRemuneration of the 6 members of the management team including salary and

bonus in 2010 amounted to Baht 22,169,424 as compared to that of last year (2009) of Baht7,680,090. The difference is mainly because of the expiration of the Employee StockOptions Plan (ESOP).

2. Other remuneration - None -

Share/warrant holdings of Directors

Name of Director Shares* Warrants*

2010 2009 Inc (Dec) 2010 2009 Inc (Dec)31 Dec 31 Dec 31 Dec 31 Dec

Mr. Ng Kong Meng 1,950,000 3,400,000 (1,450,000) - - -Mr. Ming-Cheng Wang 2,520,010 3,400,010 (880,000) - - -Mr. Hsieh, Heng-Hsien 240,755 240,755 - - - -Mr. Chu, Chih-Yuan 750,000 1,400,000 (650,000) - - -Mr. Anusorn Muttaraid 240,000 1,400,000 (1,160,000) - - -Ms. Niramol Tantipuntum 120,000 1,400,000 (1,280,000) - - -Emeritus Prof.Supapun Ruttanaporn - - - - - -Mr. Supat Limpaporn - 140,000 (140,000) - - -Assist.Prof. Liu, Heng-Yih - - - - - -

Remark: *No. of shares and warrants included those held by spouse and minor children (if any)

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CORPORATE GOVERNANCE REPORTThe Board of Directors realized the importance of operating its business under good corporate

governance in an attempt to promote sustainable growth and development. The corporategovernance policy has been prepared and implement since 2007. The policy has been disclosed onthe Companyûs website, externally on www.deltathailand.com for public access as well as internallyon intranet for employeeûs access. The policy covers 5 major categories as followed;ë Rights of Shareholdersë Equitable Treatment to Shareholdersë Role of Stakeholdersë Disclosure and Transparencyë Responsibilities of the Board

(Further details of the Companyûs Corporate Governance Policies can be read from theCompanyûs website: www.deltathailand.com)

With determination to act as guided by the policy, the Company has been rated çVery Goodéscoring on the Corporate Governance Rating surveyed by Thai Institute of Directors Association (IOD)with supports from The Securities and Exchange Commission (SEC) and The Stock Exchange ofThailand (SET). The implementation on the good corporate governance activities during the year 2010can be summarized as follows.

Rights of ShareholdersThe Company generally holds an annual general meeting of shareholders (AGM) once a year

within four months after each fiscal year end. And meeting is conducted in accordance with thegood governance principles. Shareholders are allowed to exercise their full rights and vote at themeeting. With determination to act as guided by the policy, the Company has been rated çExcellentéfor the high standard of annual general meeting conducted in the year 2010 from the Thai InvestorsAssociation. The Company is 1 of the 63 top-ranking companies (out of total 476 listed companies)who obtained a full score of 100 and achieved the çExcellenté level of rating for 4 consecutive years.

In 2010, the AGM was held on April 5, 2010. The Company provided shuttle services at an easilyaccessible location and near BTS Station for shareholders who wished to attend the Meeting. Recorddate was used to justify the shareholders who entitled to attend the meeting. The Company entrustedThailand Securities Depository Co., Ltd. (TSD) who acted as registrar to send out invitation for themeeting in both Thai and English together with other supporting information and documents to allshareholders 14 days prior to the AGM date. At the same time, it announced the call for the AGMmeeting on a Thai daily newspaper for three consecutive days and at least three days before themeeting date. All those documents were also made available to the shareholders on the Companyûswebsite for 30 days in advance. All information made available for easy access by shareholders wasto provide adequate time for them to review the agenda. The meeting invitation had expresslyindicated the matters to be tabled at the meeting, whether for acknowledgement, approval orconsideration. In addition, it enclosed the Boardûs opinions and supported document to ensure thatshareholders had sufficient information to consider all issues. To be well prepared for the meeting day,the Company provided a list of necessary evidences must be presented to identify themselves and aproxy form (as outlined by the Ministry of Commerce) to facilitate the shareholders who cannot attendthe meeting and wish to give proxy to others. On meeting date, attendance registration commencedapproximately 1 hour before the meeting started. Shareholders who came late were allowed to votefor the remaining agenda. Barcode system had been employed to facilitate the attendance registration and vote count. Duty stamps were available to shareholders without charges.

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There were 8 directors out of 9 attended the meeting. The Chairman of the Board, Chairman ofall sub-committees, the President and other key management members such as Chief FinancialOfficer (CFO) and the external auditor were presented in order to listen to the shareholdersû opinionsor suggestions and also answered any questions they might had similar to what were done in prioryear. Before the meeting started, the Company notified number of shareholders who attended themeeting in person and proxy, and clarified voting procedure and vote count method. With regard tothe voting criteria, each share is eligible for one vote and an ordinary resolution requires the majorityvotes (except the voting on a special resolution, the meeting must comply with the CompanyûsArticles of Association).

Votes are not allowed to shareholders who have interests related to any particular agenda. Forthe election of directors, individual votes are required. At the time of voting, in order to expedite theprocess, only the ballots voted for objections and abstentions were collected and deducted fromtotal votes which attended the meeting and eligible to vote and kept for later inspection. There wasno any objection or request for re-inspection from shareholders on such arrangement. The meetingproceeded according to the agenda. The preliminary voting results were reported openly at themeeting. A representative from the Companyûs legal advisor, Weerawong, Chinnavat & PeangpnorLtd (WCP), was appointed to help inspect the vote count. During the meeting, shareholders wereallowed to voice their opinions and raise questions in appropriate time. In fact, shareholders maysubmit their questions by e-mail to [email protected], mail or fax to the Company before themeeting date. However, in the meeting, the Board will only attend the questions that related to theCompanyûs operations or considered to create material impact on the operating results.

Minutes of meeting recorded in writing every resolution, showing the number of approval,objection and abstention votes for each agenda. Questions, response, and opinions arose during themeeting were documented in order to examine afterwards. Report of the meeting had been dis-closed on the website of the SET as well as and the Companyûs within 14 days after the meeting date(Please find further details in the 2010 Minutes of Annual General Meeting posted on the Companyûswebsite

At the meeting, before getting into the agenda, the Presidentr gave speech on direction of theCompanyûs business operation for the year to come. New products were displayedwith Companyûs officers to clarify and answer questions to shareholders for more understanding onboth products and business operation. Plant visit was also arranged for shareholders who want tovisit factory. Wellgrow Industrial Estate, Chachoengsao province was destination whereas BangpooIndustrial Estate was for last year.

The Extraordiary General Meeting of Shareholders No. 1 / 2010 was also held on September 20,2010 to seek approval for issuance of warrants to directors and employees under Employee StockOwnership Plan (ESOP). Again, this meeting was conducted with similar arrangement to the AnnualGeneral Meeting.

2010 Annual General Meeting, April 5, 2010

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Equitable Treatment to ShareholdersIf the shareholder is unable to attend the meeting, the shareholder may give a proxy to a

person or to the Companyûs nominated independent directors to attend the meeting and vote onhis/her behalf by completing and sending to the Company a proxy form enclosed with the invitationfor the meeting or by downloading the proxy form from the Companyûs website.

In addition, the Company opened for the shareholders to propose additional agenda and tonominate candidate to be director of the Company in advance. Procedures and details weredisclosed on the Companyûs website during 22 October - 31 December 2009 but none had exercisedthe rights. For 2011 Annual General Meeting of Shareholders, the Company also provided thisopportunity to shareholders during the period of 15 November - 31 December 2010.

Prevention on Usage of Inside InformationUnder the Companyûs policy, the inside information is restricted to the executives from the

middle to the top levels within the relevant departments or plants. Use of inside information forpersonal benefits or lead to any damage is deemed serious wrongful conduct. In practice, theCompany ruled out that its directors and executives must declare securities holding under their names,spouses and minor children to the Office of the Securities and Exchange Commission (SEC) as requiredby the law. Since listing on the SET, there is no circumstance related to usage of inside informationwhich leads to significant change of the Companyûs stock price.

Prevention on Conflict of InterestIn general practice, decision making of the directors and executives must come out in a way

to enrich the Companyûs ultimate benefit. In case of having conflict of interest, the directors or theexecutives shall submit the issue to the Board or the shareholdersû meeting for their considerationon necessity to execute such transaction and potential impact on the Company if the matter isapproved. At the time of voting on the issue, the person who has conflict of interest is not allowedto vote. According to the recent Securities and Exchange Act, the directors and executives of theCompany have filed their and their related personsû report on their interest with the Company with anextra copy to the Chairman and Audit Committee Chairperson of the Company through the companysecretary. And such reports are required to update annually and submit to the Company by end ofJanuary every year. In addition, the Company also deals with related party transaction as regulatedby the Capital Market Supervisory Board and also disclosed inter-transaction with its affiliates in theCompanyûs financial statements and in the annual information disclosure form (Form 56-1).

Shareholders visiting Deltaûs plant at Wellgrow Industrial Estate, and attending Deltaûs product exhibition

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Code of ConductIn order to ensure that the Company performs its business with integrity, transparency and

responsibility to all interested parties, the Company compiles a Code of Conduct Manual to guide thedirectors, executives, and employees to act on the same standard. The manual has been publishedin the Companyûs intranet and the Companyûs website. The Code of Conduct covers the followingissues.1. Compliance with laws and Companyûs regulations2. The integrity of records3. Protection of Companyûs assets4. Gifts and entertainment5. Conflict of Interest6. Protection of Companyûs intellectual property rights7. Prohibit on usage of inside information

Role of StakeholdersThe Company gives priority towards lawful rights and agreement to all stakeholders including

shareholders, customers, employees, business partners, creditors and the society. Mail ande-mail are two established channels to accept suggestion or complaints from all stakeholders. Oncearrived, the company secretary will pass them to the Executive Committee, the Audit Committee, orthe Board of Directors to examine and classify the message as follows.1) Complaints raised by shareholders will be submitted to the Audit Committee or the Board or

addressed directly to the Audit Committee Chairperson at the address of the Companyspecified above

2) Complaints raised by customers, suppliers, employees or the public will be submitted to theexecutives to find out solution and report to the Board for acknowledgement.

3) Complaints raised by creditors will be submitted to the Executive Committee or Executive mayconsider passing on the issue to the Board for further consideration.

The Companyûs stance with regard to this can be described as follows:

Shareholders:The Company aims to bring a long-term sustainable growth to its business, thereby enhancing

the Companyûs value and ultimately providing favorable returns to its shareholders. Since listing, theCompany has been operated profitably and paiddividend consistently at a satisfactory rate. In fact, from2007 to 2010, dividend payout ratio ranges 47 - 85%.

Customers:The Company is committed to maximize the

customer satisfaction by always providing them withhigh quality products and reliable services as well asconsistently maintaining good relationship.

During the year, the Company won ç2010Industry Awardé for çthe Best Quality Managementéoffered by the Ministry of Industry and given by His

Mr. Henry Shieh, the Companyûs Presidentreceiving the Industry Award for

çThe Best Quality Managementé from thePrime Minister, Mr Abhisit Vejjajiva

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Excellency the Prime Minister, Mr Abhisit Vejjajiva. The Company had its proof on continued growing,being able to meet demand and expectations of customers, and managed to balance interest ofstakeholders appropriately.

Employees:The Company believes that human resources is the most valuable asset and consequently

promotes and supports programs that benefit employees both in form of education and to continuallyprogress competency and enhance skill of employees, in 2010, the Companyûs key activities are asfollows;

Leadership Talent Development ProgramA çLeadership Talent Development

Program (LTD)é was initiated to developleadership skill to a selected group ofmanagement in order to serve the needsof human

resources for business expansion invarious regions around the globe. Thisproject consists of 4 continuous trainingcourses by rotating site visit amongbranches and subsidiaries in fourcountries. The 2010 was the second yearof this program and it is organized atthe office of subsidiaries in Slovakia, China,India and Thailand with more focus oncustomer services. This project had totaled27 participants who entirely completedthe training and earned certificates. ThisLTD project is planned to be conducted every year.

Educational Support ProjectThe Company gives importance on educational support as part of human resource development.

A joint cooperation program with Rajabhat University is specially established for potential employeesto extend study on Business Administration. This educational support also extends in form of annualscholarships to employees and their children who have outstanding academic performance.

The second year of LTD training project at Bangpoo

Industrial Estate Thailand in November 2010

The 38 employees who

graduated under

educational support

program with joint

cooperation with

Rajabhat Thonburi

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Employeeûs WelfareThe Company continuously gives

precedence to promote labour relationsamong employees and managementsas well as provides proper welfare to allemployees. This has been acknowledgedby receiving çLabour Relations andWelfare Awardé from the Department ofLabour Protection and Welfare, theMinistry of Labour, for 5 consecutive years.In 2010, Company received rewards for bothplants at Bangpoo and Wellglow IndustrialEstate.

In 2010, the Company and its subsidiaries had a total number of employees of 12,817 and thetotal remuneration including salary, bonus and provident fund paid to employees was Baht 5,793million. In Thailand, there were 10,419 employees with Baht 2,764 million paid for remuneration includingsalary, bonus and provident fund. Employees in Thailand are divided according to their functions.1. Production No. of Employees (31 Dec 10)

ë Pan PSBG Product Group 4,408ë DES and IESBG Product Group 1,984ë CPBG Product Group 3,472

2. Administration and others 555

Business Partners:The Company at all times maintains good relationship with its business partners, not only perform

to fulfill the agreement but also cooperate to work closely to improve the quality of raw materials andproducts to meet requirements of both parties.

Creditors:The Company strictly abides by its obligations and repays to all creditors as promised.

Social & Environmental Responsibility:The Company realizes the importance of good environment that it is vital to sustainability of

well-being of society and communities and therefore adopts the mission çTo provide innovative, cleanand efficient energy solutions for a better tomorrowé. All business operations, from production activitiesto development of product and new technology are performed towards the Mission. Moreover, it alsofollows the ethical standard of the Electronic Industry Code of Conduct - EICC which covers five mainsections as follows.1. Standard of Labor2. Standard of Health and Safety3. Standard of Management System4. Standard of Environment5. Standard of Business Ethics

çLabour Relations and Welfare Awardé

year 2010

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The Company operates under this EICC framework which lays different standards to ensuresafety, Production process and environmental and social responsibility in relation to or as a result of itsbusiness operations. The Company received various international standards that will help enhance itscapacity to meet required standards as follows.

➤ Standard for Thai laborë TLS 8001 - 2003 Comprehensive level of Thai Labor Standard

➤ Standard for health and safety management systemë OHSAS 18001 - Occupational Health and Safety Standard of health and safety in

the workplace.

➤ Standard for quality management systemë ISO 9001 - Quality Management System Standardë ISO/TS 16949 - Quality Management Standard for Automotive Industryë ISO/IEC 17025 - Laboratory Management Standardë TL 9000 - Quality Management Standard for the Telecommunications Industryë IECQ HSPM QC 08000 - Hazardous Substance Process Management for Electronic

Standard

➤ Standard for environmental management systemë ISO 14001 - Environmental Management System

Standard

The Company is committed to continuously develop standard-based management and other related benchmarks. (Please refer tothe social and environmental policy in the Companyûs website.)

Social and Environmental Related ActivitiesIn 2010, the Company continued its initiatives and operation

development according to the Green Map Project in a bid toconserve and sustain energy and environment. The program shadowsall operational activities, from production process, administration andsupports. Variety of campaigns are produced to educate staff on theimportance of the environment and the global warming crisis. Thoseactivites are expected to help plant the idea of environmentalconservation and energy consumption reduction. During the year,the Company organized a drawing contest on çSafe the World, theForest and Our Delta with Energy Savingé. Many employeesparticipated in this competition.

Moreover, the Company sets out social responsibility policy andconsistently provides support and engages in various public activities tohelp the society. Every three monthsthroughout the year, Deltaûs staff donatesblood to Thai Red Cross. Every year,the Company donates money, things,computer equipment to school. It alsoprovides fund to support research of

The Award Winner and thesecond best of Drawing contest

Employees participating in blood donationevery 3 months

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university students such as Kasetsart University in order toenrich knowledge, competency and skills, which believedto be beneficial to the country.

In 2010, there were people in many areas ofThailand suffered from flooding. Delta shared thesimphathy by donating money and things through variousgovernment agencies and private units to help thoseflood victims.

çDelta Family Rally 2010 from Samut Prakan to Prachin Burié is another activity raising fund tobuy computer and school supplies for students at Ban Nong Katoom School in Prachin Buri.

Disclosure and TransparencyThe Company has the policy to disclose data and information accurately, adequately and

timely so as to allow stakeholders to know about operating performance, financial position, keydevelopments and information such as financial statements, annual report and disclosure Form 56-1,in both Thai and English language. Such information is available on websites of relevant authoritiessuch as the Stock Exchange of Thailand (SET) and the Securities Exchange Commission (SEC) as wellas on the Companyûs website www.deltathailand.com. Interest persons may telephone or email torequest for more information at [email protected]. The Company also has investor relations unitto provide information to shareholders, investors, securities analysts, and others and they can bereached at [email protected].

In 2010, the Company organized press conference quarterly to clarify its operating results tosecurities analysts, reporters and general investors and for those people to meet with its executives ina bid to nurture confidence of all stakeholders. Additional meetings were also arranged by InvestorRelations unit from time to time in order to provide information to both local and oversea securitiesanalysts and investors.

Scholarship awarded to the students ofKasetsart University

Delta donated money and things to help flood victims throughPhraksa Municipal Office, Samutprakarn Province and TV3 news family

Delta Family Rally 2010 on 13-14 November arranged to raise fund to buy computer and school suppliesfor students at Ban Nong Katoom School, Prachinburi

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Responsibilities of the BoardStructure of the Board

The Board of Directors comprises nine directors, six of whom are executive directors and theother three are independent directors which account for one-third of the board. Qualifications ofindependent director have been set to meet the criteria ruled by the SEC .

Currently, Chairman of the Board and the President are held by two individuals with clearlyseparated responsibilities. Roles and responsibility of the Board and management are also distinctivelydefined so as to ensure management transparency. (Please find details of the Board structure, names,and scope of duties can be found in the section of Managerial Structure).

Directorûs Term of officeAt the annual general meeting of shareholders, one-third of the directors or close to one-third

must vacate from the office. A director who vacates from office by rotation is eligible for re-election.The meeting of shareholders may pass a resolution to remove any director prior to retirement byrotation by a vote of not less than three-fourths (3/4) of the number of shareholders attending themeeting and having the right to vote and having shares in aggregation not less than a half of thenumber of shares held by shareholders attending the meeting and having the voting rights.

At the 2010 Annual General Meeting of Shareholders, the retired directors, Mr. Chu, Chih-Yuan,Ms. Niramol Tantipuntum and Mr. Supat Limpaporn were re-appointed.

Sub-CommitteeThe Board of Directors appointed sub-committees to help study, scrutinize, and to give opinion

on various matters. At present, there are four sub-committees including executive committee, auditcommittee, compensation committee and risk management committee.

Following function units have been established to support the committees.ë Company secretary

The Board of Directors appointed Ms. Duangrat Lertvorasirikul and Ms. WilailakFungthanakun the Company Secretary. Their main responsibilities are: to prepare meet-ings, inform and advise on relevant law and regulations, take care of the Boardûs activi-ties, and coordinate to ensure that the Boardûs resolutions are put into practice. All are tofacilitate efficiency of the Boardûs administration in order to comply with good corporategovernance principles and other responsibilities as required by law.

ë Internal AuditThe Internal audit department has been established for over 10 years with the main

objective to support the Audit Committee who oversees internal audit tasks. They will helpassess adequacy and efficiency of internal control as well as risk management. TheInternal Audit reports directly to and works as assigned by the Audit Committee

The Boardûs MeetingThe Company schedules the board meeting at least four times a year or on a quarterly basis.

An extraordinary meeting may be arranged when there is an issue to consider. The regular meetingdate will be set in advance for the entire year. At least seven days prior to the meeting date, theCompany will send out invitation letter with agenda to all directors, In case of emergency, invitationletter may be less than seven days. Each director is free to propose agenda. Company secretary has

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duties to arrange the meeting, take care and give suggestion to ensure that the meeting is incompliance with all relevant laws and regulations, minutes of meeting will be put in writing, and thoseendorsed by the Board are kept as evidence at the Companyûs office.

The independent directors may hold a meeting without attendance of management as it seesappropriate. In current practice of the Company, meeting of the Audit Committee is held withoutexecutive participation and the Companyûs auditor generally attends the Audit Committee meetingon a quarterly basis when reviewing financial statements. In some circumstances, the Audit Committeemay request particular executive to clarify issue as it sees fit.

Guidelines for Determination of Director and Top Executive RemunerationThe Compensation Committee will determine remuneration of directors and top executive and

propose to seek approval from the board of directors. For compensation of the board of directors,it requires approval from the shareholdersû meeting. Follows are some key guidelines;1. Guidelines for Director Remuneration

1.1 Remuneration package must be reasonable in order to attract and retain competencedirector. Major factors to determine director remuneration includeë Scope of works and responsibilitiesë Current market rateë The Companyûs overall performancesë Others specified by the compensation committee or the Board

1.2 Remuneration may be entirely fixed or partially fixed with some variable amount such asmeeting allowance or other incentives.

2. Guidelines for Top Executive Remuneration2.1 Remuneration package must be reasonable in order to attract, retain, and motivate the

executive to work at their best.2.2 The compensation committee must define Key Performance Indicators (KPI) to help assess

performance of the top executive and propose to the Board for approval before end ofeach fiscal year.

2.3 Consideration to adjust remuneration or annual salary will depend upon KPI achievementand other accomplishments.

2.4 Determination of remuneration should take into account the current market rate. Marketsurvey or advice from human resource professional may be used in consideration and atthe expense of the Company.

(Please find details of the remuneration of directors and top executive in thesection of Managerial Structure).

Self Assessment of the BoardThe Board arranges to annually evaluate performance of its committee in a bid to enhance

efficiency and better understanding of teamwork. Evaluation was ruled into 7 categories: 1) thestructure of the Board of Directors 2) roles and responsibilities, 3) Meeting of the Board 4) Duties 5)relationships among management, 6) self-development of directors and management, 7) overallperformance.

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Performance Assessment of the PresidentThe Board assigns the compensation committee to determine and propose Key Performance

Indicators (KPI) of the President. The KPI must be approved by the board and be reviewed annually.Appraisal results will be submitted to the Board on a quarterly basis.

Risk ManagementThe Board of Directors appointed Risk Management Committee (Please find duties & responsibilities

of the Risk Management Committee in the section of Managerial Structure) and approved risk manage-ment policy on May 7, 2009.

In the past year, the Committee summarized risks that may arise from various events during theperiod and proposed to the Board of Directors. The risk included the catastrophic volcanic explosionsin Iceland which affected air traffic in Europe, political unrest in the country and the historicalappreciation record of the Baht against US dollar. The risks were appraised in order to be wellprepared to help mitigate possible detrimental impacts. So far, none has created significantlyimpact to Companyûs business operation.

Training for the Board and ManagementThe Company has a policy to encourage directors, executives and the Company secretary

to continuously train on good corporate governance, both organized internally or externally byrelevant institutions such as the SET, the SEC and the Thai Institute of Directors Association (IOD). In2010, the Company arranged for the internal audit manager to participate in a seminar workshop onçAnnual Risk Management 2010 Conferenceé organized by the Thai Listed Companies Association.Professional guest speakers were invited to conduct some in-house training for middle to high levelmanagements to learn about acquisition and study trend of exchange rates of some key currenciesthat might have significant impact on companyûs core operation. The Leadership Talent DevelopmentProject above-mentioned is also part of the management training program that consequently buildup a new management generation.

Audit FeeThe audit fee paid for the year 2010 to its auditor is Baht 4,650,000 including all actual out of

pocket expenses. (Audit fee in 2009 amounted to Baht 4,985,414 including all actual out of pocketexpenses).

The Company and some of its subsidiaries hire the same international audit firm but differentbranch offices in various countries as all of the Companyûs subsidiaries are abroad. Other subsidiaries(most of which are in Europe) use the services provided by Pricewaterhouse Coopers (PWC) andthe rest of them employ other audit firms to provide them with the audit services. Selection criteriaof its auditor principally are based upon the service quality and charge rate of the auditor.

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RELATED PARTY TRANSACTIONS

The Company and its subsidiaries have engaged into business transactions with their relatedcompanies in Delta group. The major transactions and reasons for having such related partytransactions can be summarized as follows.1. Sales of goods/raw materials

In order to manage trade constraints in certain countries for either the Company or itscustomers e.g. local content requirements, Delta group has established its trade network inlocal area for better service to customers as well as to enhance its business opportunities inthose countries. The transactions are made based on certain trade agreement or with referenceto market price.

Sales of raw material are normally due to the urgent need of some raw materials fromthe related companies and the selling prices are based on the market price or cost of thematerials sold.

2. Purchase of goods/raw materialsCurrently Delta Thailand has also expanded its trade network through its subsidiaries

which are located in major regions. To offer a full range of products, those subsidiaries mayhave to purchase some products from related companies to serve their clients. However, thetransactions are made based on certain trade agreement which may also include theiroperating costs, or with reference to market price.

Delta group has set up material network in order to create bargaining power for betterprice and availability for the group members. Purchase price of raw material is generallycharged based on cost plus other actual out of pocket expenses such as insurance, frieght andothers. In addition, handling fee is also charged based on value of purchase/sale transaction(e.g. sales or purchase amount) and considered general business condition.

3. CommissionsSince various services are generally required to serve the global clients, the Company

needs to offer such services to customers in the area where they are located in. This makesDelta group to establish business network which enables the Company to have customerrelations offices worldwide to provide effective marketing and after sales services to its clientsat the competitive costs. Commissions are normally charged based on transaction size (e.g.sales or purchase amount) and considered general business condition.

4. Service feeCurrently the operations of the Companyûs subsidiaries, Delta Energy Systems (DES)

group, have covered in several regions, especially Europe. Some related companies, therefore,occasionally request for supports from DES group to provide some services such as reworking,tooling service and others. Service fees are generally based on the estimated man hour usedfor each service.

Procedures for related party transactionsProcedures for related party transactions are principally based on the notification of the Capital

Market Supervisory Board re Connected Transactions. According to the said notification, businesstransactions are generally classified into 6 major categories:

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1. Normal business transactions2. Supporting normal business transactions3. Rent or lease of immovable property (< 3 years)4. Sale/purchase of asset or service5. Offer or receipt of financial assistance6. Transactions other than 1-5

Procedures for each business category are established and summarized as follows;1. In case of normal business and supporting normal business transactions, the Board of Directors

has approved in principle that such transactions can be done under normal/general businessterms and conditions which the Company and/or its subsidiaries performs with other generalparties without any control or influences from the related parties.

2. In case of other business categories, the related party transactions shall be classified by itstransaction size and are required to follow below procedures.ë Small sized transaction, being the transaction with the size of not more than THB 1 million

or 0.03% of net tangible assets (NTA), whichever is higher, requires the managementûsapproval.

ë Medium sized transaction, being the transaction with the size of greater than THB 1 millionbut less than THB 20 million, or greater than 0.03% but less than 3% of NTA, whichever is higher(except Item 5: Financial assistance that its size is less than THB 100 million or 3% of NTA,whichever is lower), requires board of directorsû approval and information disclosure.

ë Large sized transaction, being the transaction with the size of THB 20 million and higher or3% of NTA and higher, whichever is higher (except Item 5: Financial assistance that its sizeis equal to THB 100 million and higher or 3% of NTA or higher, whichever is lower), requiresboard of directorsû approval, shareholdersû approval and information disclosure.

For other details and definitions, the Company will perform according to the relevantnotification as mentioned above.

In addition, the Audit Committee generally reviews and discusses about the related partytransactions with the Companyûs external auditor in order to help protect conflicts of interest andsee if the related party transactions are adequately and properly disclosed.

Policy for the related party transactionsThe Company and its subsidiaries still need to do the business with the related parties in the

future as it is considered normal course of business. Moreover, supports from the groupûs networkhelp strengthen the Companyûs business and improve its competitiveness in the world market andwill utmost benefit the Company. The Company shall comply with rules, regulations and notificationsof the Capital Market Supervisory Board and other relevant authorities re Connected Transactionsand also adequately disclose the transaction in the Companyûs quarterly and annual financialstatements.

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THE AUDIT COMMITTEE REPORT

The Audit Committee consists of three independent directors: Emeritus Professor Supapun

Ruttanaporn as Chairperson, Khun Supat Limpaporn, and Assistant Professor Liu, Heng-Yih as Committee

member with the head of the Internal Audit Department as its secretary.

The Audit Committee carried out its duties as specified by the Audit Committee Charter and as

assigned by the Board of Directors. During the fiscal year ending 31 December 2010, the Audit Committee

held 9 meetings, of which Emeritus Professor Supapun Ruttanaporn and Khun Supat Limpaporn attended

all the meetings, while Assistant Professor Liu, Heng-Yih attended 5 meetings in Bangkok and 4 meeting

via tele-conference. The main activities in the year 2010 can be concluded as follows:

1. Reviewed the quarterly and year-end financial statements independently with the external

auditor to ensure that the financial statements and disclosures were accurate, appropriate, and

reliable, and then submitted them to the Board of Directors.

2. Reviewed and evaluated the performance of the Internal Audit Department and made

suggestions on how to improve the internal audit to be more efficient and effective. The Audit

Committee did not receive any report on the significant deficiencies of the Company internal

control.

3. Reviewed that the Company complied to the related laws and regulations. The Audit Committee

is of the opinion that the Company maintains proper procedures to ensure that the operations

comply with laws and regulations relating to the business of the Company.

4. Reviewed the related transactions or the conflict of interest transactions together with the

external auditors that these transactions were reasonable and properly disclosed fully.

5. Considered the capability and the independence of the external auditor. The Audit Committee

proposed to reappoint Ernst & Young Office Limited as the Company auditor for the

accounting period ended 31 December 2011 by Mr. Supachai Phanyawattano, CPA. No. 3930, or

Miss Thipawan Nananuwat, CPA. No. 3459, or Miss Supannee Triyanantakul, CPA. No. 4498

from Ernst & Young Office Limited with the audit fee of Baht 4,400,000 plus some out-of pocket

expenses compared to Baht 4,200,000 last year.

6. The Audit Committee proposed the performance evaluation forms for the BOD, the Audit

Committee and the head of Internal Audit in order to self- assess the performance as a team.

The Audit Committee carried out the self-assessment of its performance as a team and found

that its performance was efficient and effective.

7. In 2011 the Company would have to apply the new Thai Accounting Standards (TAS) that

follows the IFRS. Thus, the Audit Committee held a meeting with the external auditors and the

Company Accounting Director to consider the impact on the Company and found that the

new TAS would not have any material impact to the Company and the meeting agreed that

the Companyûs functional currency should be Thai Baht.

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8. In 2009 the Companyûs Board of Directors approved its Risk Management policy and set up the

Risk Management committee in order to take care and manage the risks of the Company. Thus

the Audit Committee was of the opinion that the Company should be able to manage its risks

efficiently and effectively.

Moreover, the Audit Committee would like to report that the world economy was recovering in

2010 and there were a lot of orders and backlogs from our customers. The Board of Directors and the

management have been working hard to fulfill the needs of our customers. Therefore, the Audit

Committee feels certain that the Company would be able to operate very well in 2011 and can

create better value for our investors than last year.

Emeritus Professor Supapun RuttanapornAudit Committee Chairperson

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Financial Highlights (based on consolidated financial statements) 2008 2009 2010

Total Assets Baht Million 26,881 27,085 29,611Total Liabilities Baht Million 10,035 9,437 10,313Total Shareholdersû Equity Baht Million 16,846 17,648 19,298Registered Capital Baht Million 1,259 1,259 1,259Paid-up Capital Baht Million 1,247 1,247 1,247

Financial Ratios

Liquidity Ratios

Current ratio Times 2.30 2.53 2.48Quick ratio Times 1.73 1.97 1.67Cash ratio Times 0.31 0.50 0.26Receivables turnover Times 5.11 4.71 6.13Collection period - average Days 70 76 59Inventory turnover Times 6.47 4.92 5.15Inventory turnover period - average Days 56 73 70Payable turnover Times 5.33 4.42 5.23Payable turnover period - average Days 68 81 69Cash Conversion Cycle (CCC) Days 59 68 60

Profitability Ratios

Sales Baht Million 32,851 26,995 35,730Gross profit Baht Million 8,022 7,084 9,531Gross profit margin (%) 24.42% 26.24% 26.68%Selling & Admin expense (incl. R&D) Baht Million 4,951 4,634 5,521Selling & Admin expense (incl. R&D) / Sales (%) 15.07% 17.17% 15.45%Operating profit margin (incl. R&D) (%) 9.35% 9.08% 11.22%Others income / Total revenues (%) 1.33% 0.99% 1.32%Net profit Baht Million 2,897 2,189 4,153Net profit margin (%) 8.82% 8.11% 11.62%Net profit/Total revenues (%) 8.70% 8.03% 11.47%Return on Equity (%) 17.71% 12.69% 22.48%

Efficiency Ratios

Return on Assets (%) 10.91% 8.11% 14.65%Return on Fixed Assets (%) 97.33% 76.43% 121.64%Total assets turnover Times 1.25 1.01 1.28

Financial Policy Ratios

Debt to Equity ratio Times 0.60 0.53 0.53Interest coverage ratio Times 25.06 53.56 43.17Dividend payout ratio (%) 47.35% 85.46% 51.07%*

* Pending approval from the 2011 Annual General Meeting of Shareholders

Management Discussion & Analysis

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2010 Operating Performance

Sales RevenuesGradual recovery of the global economy in 2010 brought a significant improvement to the

overall global business environment and also to the performance of the Company. Sales revenue rosesharply 32.4% to Baht 35,730 million from Baht 26,995 million in 2009 and increased 8.8% from Baht 32,851million in 2008. Thanks to the widely alert of global warming, demands in alternative or renewableenergy have become significantly increased around the world, especially solar energy. This resulted ina high rise of our solar inverter business, a new business of DES product group, particularly in theEuropean market which showed a drastic growth of about five times over its revenues last year. Thishelped boost performance of the entire DES segment by 57% from prior year. Business of otherproducts also grew at a satisfactory level. Sales of Pan PSBG group (including consumer electronic,high-power power supplies and DC-DC converter) increased 31.2% from 2009ûs but a slight decreaseof 1.9% from that of 2008, which was back up by the strong DC-DC Converter growth of as high as 70%from 2009 and 30% from 2008. Sales of electronic component segment (CPBG) rose 30% from 2009 and9% from 2008 mainly owing to a contribution from cooling fan, which significantly grew 37% from theprevious year (and 11% from 2008), to serve the strong recovered automotive industry. However, salesof the IESBG (mainly telecom power) experienced 13% decline from last year and 25% from 2008because of the market consolidation.

Cost of Sales & ExpensesCost of sales to sales gradually declined to 73.3%, from 73.8% in 2009 and 75.6% in 2008. Change

of the ratio was mainly due to significant increase of revenue contribution from the new product,solar inverters, from 1.6% of total sales in prior year to 7% in 2010. Consequently, gross margin continuedincreasing during 2008 to 2010 from 24.2% and 26.2% to 26.7% respectively.

Selling and administrative expenses to sales (excluding R&D) in 2010 decreased to 10.6%from 11.4% in the previous year but slightly expanded from 2008 of 10.1%, partly due to the increase ofpersonel expense following expiration of the Employee Stock Options Plan (ESOP). Even R&D spendingcontinued increasing, the rate of R&D to sales in 2010 decreased to 4.9% compared to 5.7% and5% in 2009 and 2008, respectively, due to the increase of sales. In all, the lower %expenses/sales in 2010,from 17.2% previously to 15.5%, was benefited from the significant sales growth as discussed above.As to research and development, the Company aims to develop products, both existing and new.

35,000

30,000

25,000

20,000

15,000

10,000

5,000

0

Sales Breakdown by Product Group Sales vs Gross Profit Margin vs Operating Profit Margin

Million Baht

2008

Pan PSBG

2009 2010

DES IESBG CPBG Others

27.9%

32,851

25.4%

26,995

29.9%

26.7%

14.3%3.7%

25.2%

35,730

35.5%24.4%

9.3%

26.2% 26.7%

11.2%

26,995

32,851

2008 2009 2010

35,73040,000

30,000

20,000

10,000

0

40%

20%

0%

9.1%17.4%

14.2%

7.7%

32.2%

25.4%

14.2%0.3%

Million Baht

Sales Gross Profit Margin

%

Operating Profit Margin

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The former primarily emphasizes on enhancing efficiency to increase competitiveness while the lattertends to extend and penetrate new markets. This investment in R&D is a key towards long-termsustainable growth.

Net profitsProviding impressive sales growth and higher gross margin, profit from operation in 2010 surged

over 60% from 2009 and 30% from 2008. Thanks to the well-prepared and diversified product strategy,the Company was able to maximize benefit from the recovery of the market in recent years.Accordingly, operating profit margin in 2010 rose to line beyond 11% from an average of 9% in 2009 to2008.

During 2010, even with the recorded strong appreciation of Thai Baht against US dollar, theCompany had enjoyed foreign exchange gains of Baht 85 million, compared to a loss of Baht 6.9million in the previous year and Baht 62.5 million in 2008. This is because of a conservative hedgingpolicy for all currency exposures together with the favorable global money market in 2010 thatfacilitated our hedging strategy. Low interest rate sentiment continued almost throughout the yearand caused interest income dropped to approximately Baht 59 million, from Baht 71 million in theprevious year and Baht 210 million in 2008. Meanwhile, income from gain on sales of investment insecurities available for sale was approximate Baht 100 million.

As a result, net profits in 2010 surged by almost 90% from 2009 and 43% from 2008. Earnings pershare reached Baht 3.33 compared to Baht 1.76 and Baht 2.32 in 2009 and 2008, respectively.

Financial PositionAs shown in the consolidated financial statements of the Company as at December 31, 2010, the

Company maintained its strong financial position with greater assets and shareholdersû equity and lowliabilities. The analysis is organized by balance sheet category as follows.

AssetsCash and current assets

Current assets were maintained at the rate of as high as 77% of total assets, similar to the levelin the previous year. Cash or cash equivalents was down insignificantly to Baht 9,207 million in 2010 fromBaht 10,553 million in 2009 but still close to 2008 of Baht 9,131 million. Sharp increase of sales madenecessary of raising working capital in order to support apparently increase of accounts receivablesand inventory.

Net account receivables lifted to Baht 6,163 million from Baht 5,485 million and Baht 5,982 millionin 2009 and 2008, respectively. Nevertheless, the average collection period saw satisfactory decline to59 days from 2009ûs 76 days and 2008ûs 70 days. While average inventory turnover period made a slightdecrease to 70 days in 2010 from 73 days in 2009 but significant increased from 56 days in 2008. This wasbecause of seasonal sales decline in the fourth quarter of some certain types of products such assolar inverters when solar panel installation during winter faced some difficulties in heavily cold climatecountries. Meanwhile, payable turnover period shortened to 69 days from 81 days in 2009 and close to2008 of 68 days. With the above factors, Cash Conversion Cycle declined to 60 days, down from 2009of 68 days and close to 2008 of 59 days.

Non-current assetsAs of 31 December 2010, the Company and its subsidiaries had non-current assets worth Baht

6,797 million, representing 23% of total assets and similar to the amount of two years ago. The major

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item remained net property, plant and equipment worth Baht 4,260 million which was up 17% and 10%from 2009 and 2008, respectively. The rise was mainly due to the completion of the newly built officein Indian subsidiary, and the expansion of solar inverters production line and automotive componentsplant in Thailand.

Investments in associated companies in 2010 declined 8% from 2009, mainly due to differenceson currency translation resulting from appreciation of Baht against US dollar. Other long-terminvestments dropped 18% from 2009 following the write off of investment in Ezonics Corporation Co Ltdin the United States worth Baht 50.6 million and also affected by appreciation of Baht in currencytranslation. However, the said investment account had impairment provision set aside in full since 2005.

Intangible assets, mainly patent, declined to Baht 692 million from Baht 821 million recordedin 2009 and Baht 916 million in 2008. The reduction was due to differences on currency translation inconjunction with the annual amortization. The other is goodwill arisen from the merger, worthunchanged from the previous two years of Baht 307 million. These intangible assets existed followingthe acquisition of Ascom Energy Systems since the year 2003.

LiabilitiesTotal liabilities of the Company and its subsidiaries as of 31 December 2010 stood at Baht 10,313

million, increased 9% from 2009ûs Baht 9,437 million and 3% from 2008ûs Baht 10,035 million. The rise wasdue to higher of current liabilities, mostly stemmed from trading related transactions such as accountspayable and accrued expenses.

Current liabilities and liquidityCurrent liabilities increased to Baht 9,183 million, 12% up from 2009 of Baht 8,218 million and 5%

from 2008 of Baht 8,776 million, resulting from trading related transactions such as accounts payableand accrued expenses discussed above. Meanwhile, bank overdrafts and short-term borrowings fromfinancial institutions saw further decline from Baht 2,339 million in 2008 and Baht 1,319 million in 2009 toBaht 1,145 million in 2010, as subsidiaries repaid the amount it owed in a bid to strengthen financialstructure as well as reduced interest expense.

In 2010, current ratio remained at about the similar level to those of 2008-2009 which stood at 2.48times and was considered high, so as to quick ratio of ranging from 1.67 to 1.97 times during 2008-2010.Though, the rate saw slight decline to 1.67 times in 2010 because of the earlier mentioned highervolume of trade derived from high sales growth which required larger working capital to supportsuch trade volume, especially inventory in 2010.

Shareholdersû equityThe shareholdersû equity of the Company based on the consolidated financial statements as at

31 December 2010 continued expanding to Baht 19,298 million from Baht 17,648 million and Baht 16,846million in 2009 and 2008, respectively, despite consistent dividend payment. This is all because of thegrowing net profits, especially in 2010. Accordingly, return on equity rose to 22.5% in 2010 from 12.7% in2009 and 17.7% in 2008. Debt to equity remained low at 0.53 times similar to the level in 2009 and 2008of 0.53 times and 0.60 times, respectively. This low gearing indicates strong financial structure andrelatively low financial risk.

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Responsibility of the Board of Directors to theFinancial Statements

The Board of Directors of Delta Electronics Public Company Limited is responsible for thefinancial statements of the Company and its subsidiaries which have been prepared in accordancewith Thailandûs generally accepted accounting standards. The appropriate accounting policies areapplied consistently with adequate disclosure of material information in the notes to the financialstatements.

The Board of Directors has assigned the Audit Committee which is composed of all independentdirectors to review the quality of financial statements and the effectiveness of the internal controlsystem to ensure that accounting records are booked properly and accurately in order to safeguardthe Companyûs assets. The opinions of the Audit Committee have been reported in the annualreport. Furthermore, the Companyûs external auditor has also provided their opinions on the financialstatements of the Company and its subsidiaries in the auditorûs report which has also been disclosedin the annual report.

Ng Kong Meng (James)Chairman of the Board

On behalf of Board of Directors

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Report and Consolidated Financial Statements

Report of Independent AuditorTo the Shareholders of Delta Electronics (Thailand) Public Company Limited

I have audited the accompanying consolidated balance sheet of Delta Electronics (Thailand)Public Company Limited and its subsidiaries as at 31 December 2010, the related consolidatedstatements of income, changes in shareholdersû equity and cash flows for the year then ended, andthe separate financial statements of Delta Electronics (Thailand) Public Company Limited for the sameperiod. These financial statements are the responsibility of the management of the Company and itssubsidiaries as to their correctness and the completeness of the presentation. My responsibility is toexpress an opinion on these financial statements based on my audit. The financial statements ofcertain overseas subsidiaries as at 31 December 2010 and for the year then ended were audited bythe subsidiariesû auditors, whose reports have been furnished to me. My opinion on the consolidatedfinancial statements for the year ended 31 December 2010, insofar as they relate to the amountsincluded for these subsidiaries, is based solely on the reports of those other auditors. The financialstatements of those subsidiaries reflect their total assets as at 31 December 2010 of approximatelyBaht 5,357 million, total revenues and net loss for the year then ended of approximately Baht 12,035million, and approximately Baht 209 million, respectively. The consolidated financial statements andthe separate financial statements of Delta Electronics (Thailand) Public Company Limited as at 31December 2009 and for the year then ended, as presented herein for comparative purposes, wereaudited in accordance with generally accepted auditing standards by another auditor of our firmwho, under his report dated 23 February 2010, expressed an unqualified opinion on those financialstatements, and drew attention to the Companyûs receipt of notice of a corporate income taxassessment from the Revenue Department.

I conducted my audit in accordance with generally accepted auditing standards. Those standardsrequire that I plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessingthe accounting principles used and significant estimates made by management, as well as evaluatingthe overall financial statement presentation. I believe that my audit and the reports of the otherauditors referred to in the aforementioned paragraph provide a reasonable basis for my opinion.

In my opinion, based on my audit and the reports of the other auditors, the financial statementsreferred to above present fairly, in all material respects, the financial position of Delta Electronics(Thailand) Public Company Limited and its subsidiaries and of Delta Electronics (Thailand) PublicCompany Limited as at 31 December 2010, and the results of their operations and cash flows for theyear then ended in accordance with generally accepted accounting principles.

Without qualifying my opinion on the aforementioned financial statements, I draw attention toNote 30.3.1 to the financial statements regarding the Companyûs receipt of notice of a corporateincome tax assessment from the Revenue Department, covering the years 1997 through 2000.

Supachai PhanyawattanoCertified Public Accountant (Thailand) No. 3930

Ernst & Young Office LimitedBangkok: 14 February 2011

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Balance sheets

The accompanying notes are an integral part of the financial statements.

(Unit: Baht)Consolidated Separate

financial statements financial statementsNote 2010 2009 2010 2009

AssetsCurrent assetsCash and cash equivalents 7 9,206,798,949 10,552,858,435 5,566,187,454 7,545,051,143Investments in available-for-sale securities 8 - 178,516,270 - -Trade accounts receivable

Related parties 6 249,819,804 266,562,291 1,716,837,378 1,646,325,622Unrelated parties 5,991,273,350 5,274,245,565 2,842,581,234 2,099,680,859Less: Allowance for doubtful accounts (78,348,656) (55,541,098) (9,356,915) (7,710,377)

Trade accounts receivable - net 9 6,162,744,498 5,485,266,758 4,550,061,697 3,738,296,104Inventories - net 10 6,341,460,096 3,829,213,794 3,526,880,735 1,905,651,539Other current assets

Input tax refundable 339,350,480 276,004,959 54,167,682 51,411,720Forward contracts receivable 31 10,536,916 11,678,483 983,500 3,499,050Prepaid expenses 31,677,594 50,219,724 6,195,690 9,240,963Prepaid tax 317,025,858 294,736,006 - -Other accounts receivable 186,962,729 48,191,951 - -Others 217,396,559 68,487,563 21,768,874 7,064,070

Total current assets 22,813,953,679 20,795,173,943 13,726,245,632 13,260,214,589Non-current assetsDeposits at bank with restrictions 11 210,192,801 209,427,887 - -Investments in subsidiary companies - net 12 - - 8,469,208,396 7,480,389,427Investment in associated company 13 544,770,800 591,494,276 - -Other long-term Investments - net 14 408,449,899 495,970,767 - -Property, plant and equipment - net 15 4,260,286,831 3,644,142,844 2,518,634,849 2,072,375,735Intangible assets - net 16 691,791,798 820,691,801 - -Deferred tax assets 17 230,148,872 82,128,338 - -Other non-current assets

Consolidation goodwill 306,757,971 306,757,971 - -Deposit for purchase of land and

advance payment for construction 18 100,258,186 109,479,977 - -Others 43,897,482 29,690,551 1,775,869 1,775,869

Total non-current assets 6,796,554,640 6,289,784,412 10,989,619,114 9,554,541,031Total assets 29,610,508,319 27,084,958,355 24,715,864,746 22,814,755,620

Delta Electronics (Thailand) Public Company Limited and its subsidiariesAs at 31 December 2010 and 2009

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Balance sheets(continued)

The accompanying notes are an integral part of the financial statements.

(Unit: Baht)Consolidated Separate

financial statements financial statementsNote 2010 2009 2010 2009

Liabilities and shareholdersû equityCurrent liabilitiesBank overdrafts and short-term loans

from financial institutions 19 1,144,753,044 1,318,607,054 - -Trade accounts payable

Related parties 6 935,548,798 421,610,599 97,988,747 95,843,576Unrelated parties 4,428,953,138 4,223,536,964 3,330,234,527 3,288,504,587

Total trade accounts payable 5,364,501,936 4,645,147,563 3,428,223,274 3,384,348,163Amounts due to related parties 6 69,323,741 142,942,626 193,536,691 227,961,664Short-term provisions 20 156,626,571 114,460,921 5,845,545 4,428,913Other current liabilities

Accrued expenses 1,423,880,592 1,070,959,018 677,296,149 345,809,346Advance received 126,902,363 180,005,727 80,417,825 116,851,764Other accounts payable 374,438,818 266,982,794 258,241,120 154,533,231Value added tax payable 71,913,554 103,301,479 - -Income tax payable 199,847,365 193,035,749 - -Others 251,247,104 182,753,530 147,613,224 91,280,057

Total current liabilities 9,183,435,088 8,218,196,461 4,791,173,828 4,325,213,138Non-current liabilitiesLong-term provisions 20 1,090,908,632 1,196,398,948 91,820,965 82,340,577Other non-current liabilities 38,657,385 22,141,754 1,050,000 1,035,000Total non-current liabilities 1,129,566,017 1,218,540,702 92,870,965 83,375,577Total liabilities 10,313,001,105 9,436,737,163 4,884,044,793 4,408,588,715

Delta Electronics (Thailand) Public Company Limited and its subsidiariesAs at 31 December 2010 and 2009

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(Unit: Baht)Consolidated Separate

financial statements financial statementsNote 2010 2009 2010 2009

Shareholdersû equityShare capital

Registered1,259 million ordinary shares of Baht 1 each 1,259,000,000 1,259,000,000 1,259,000,000 1,259,000,000

Issued and fully paid-up1,247 million ordinary shares of Baht 1 each 21 1,247,381,614 1,247,380,634 1,247,381,614 1,247,380,634

Share premium 1,491,912,500 1,491,912,500 1,491,912,500 1,491,912,500Unrealised gain on changes in value of

available-for-sale securities 8 - 105,636,106 - -Translation adjustment (1,736,897,562) (1,183,016,585) - -Retained earnings

Appropriated - Statutory reserve 22 125,900,000 125,900,000 125,900,000 125,900,000Unappropriated 18,082,070,611 15,800,567,230 16,966,625,839 15,540,973,771

Equity attributableto the Companyûs shareholders 19,210,367,163 17,588,379,885 19,831,819,953 18,406,166,905

Minority interest - equity attributable to minorityshareholders of subsidiaries 87,140,051 59,841,307 - -

Total shareholdersû equity 19,297,507,214 17,648,221,192 19,831,819,953 18,406,166,905Total liabilities and shareholdersû equity 29,610,508,319 27,084,958,355 24,715,864,746 22,814,755,620

The accompanying notes are an integral part of the financial statements.

Balance sheets(continued)

Delta Electronics (Thailand) Public Company Limited and its subsidiariesAs at 31 December 2010 and 2009

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(Unit: Baht)Consolidated Separate

financial statements financial statementsNote 2010 2009 2010 2009

RevenuesSales and service income 35,729,982,540 26,994,868,646 24,205,078,421 17,500,081,132Other income

Interest income 59,475,554 71,377,411 46,491,818 52,128,501Dividend income 28,405,112 37,736,225 - -Gain on exchange 25 84,987,428 - - 41,229,768Gain on sales of investments in

available-for-sale securities 8 99,892,326 - - -Others 205,469,335 159,873,028 75,422,770 69,113,956

Total revenues 36,208,212,295 27,263,855,310 24,326,993,009 17,662,553,357ExpensesCost of sales and services 26,198,506,540 19,910,375,802 18,030,079,409 12,635,813,531Selling expenses 2,183,247,602 1,919,467,687 1,530,271,264 1,309,547,949Administrative expenses 1,293,792,153 922,395,763 705,189,869 534,732,915Research and development expenses 1,751,838,531 1,545,477,791 618,012,064 525,359,285Management benefit expenses 6 292,120,622 246,587,824 69,839,460 17,120,090Loss on exchange 25 - 6,881,011 2,211,954 -Other expenses 324,746,282 430,689,205 74,665,970 124,012,361Total expenses 32,044,251,730 24,981,875,083 21,030,269,990 15,146,586,131Income before share of income from investment in associated

company, finance cost and corporate income tax 4,163,960,565 2,281,980,227 3,296,723,019 2,515,967,226Share of income from investment in

associated company 13 10,847,625 32,976,466 - -Income before finance cost and corporate

income tax 4,174,808,190 2,314,956,693 3,296,723,019 2,515,967,226Finance cost (61,072,637) (59,943,471) - -Income before corporate income tax 4,113,735,553 2,255,013,222 3,296,723,019 2,515,967,226Corporate income tax 17 66,595,984 (65,213,554) - -Net income for the year 4,180,331,537 2,189,799,668 3,296,723,019 2,515,967,226

Net income attributable to:Equity holders of the parent 4,152,574,332 2,189,382,502 3,296,723,019 2,515,967,226Minority interests of the subsidiaries 27,757,205 417,166

4,180,331,537 2,189,799,668Earnings per share 27Basic earnings per share

Net income attributable to equity holdersof the parent 3.33 1.76 2.64 2.02

Diluted earnings per shareNet income attributable to equity holders

of the parent 3.33 1.76 2.64 2.02

The accompanying notes are an integral part of the financial statements.

Income statements Delta Electronics (Thailand) Public Company Limited and its subsidiariesFor the years ended 31 December 2010 and 2009

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(Unit: Baht)Consolidated financial statements

MinorityUnrealised gain interest-equity

(loss) on changes Total equity attributable toIssued and in value of attributable to minority

fully paid-up Share available-for- Translation Retained earnings the parentûs shareholdersshare capital premium sale securities adjustment Appropriated Unappropriated shareholders of subsidiaries Total

Balance as at 31 December 2008 1,247,380,634 1,491,912,500 (19,729,022) (1,044,166,184) 125,900,000 14,983,303,425 16,784,601,353 61,331,575 16,845,932,928Income and expenses recognised directly in equity:Investments in available-for-sale securities

Income recognised in shareholdersû equity - - 125,365,128 - - - 125,365,128 - 125,365,128Translation adjustment - - - (138,850,401) - - (138,850,401) (1,907,434) (140,757,835)Net income and expenses recognised directly in equity - - 125,365,128 (138,850,401) - - (13,485,273) (1,907,434) (15,392,707)Net income for the year - - - - - 2,189,382,502 2,189,382,502 417,166 2,189,799,668Total income and expenses for the year - - 125,365,128 (138,850,401) - 2,189,382,502 2,175,897,229 (1,490,268) 2,174,406,961Dividend paid (Note 23) - - - - - (1,372,118,697) (1,372,118,697) - (1,372,118,697)Balance as at 31 December 2009 1,247,380,634 1,491,912,500 105,636,106 (1,183,016,585) 125,900,000 15,800,567,230 17,588,379,885 59,841,307 17,648,221,192

The accompanying notes are an integral part of the financial statements.

Statements of changes in shareholdersû equity Delta Electronics (Thailand) Public Company Limited and its subsidiariesFor the years ended 31 December 2010 and 2009

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(Unit: Baht)Consolidated financial statements

MinorityUnrealised gain interest-equity

(loss) on changes Total equity attributable toIssued and in value of attributable to minority

fully paid-up Share available-for- Translation Retained earnings the parentûs shareholdersshare capital premium sale securities adjustment Appropriated Unappropriated shareholders of subsidiaries Total

Balance as at 31 December 2009 1,247,380,634 1,491,912,500 105,636,106 (1,183,016,585) 125,900,000 15,800,567,230 17,588,379,885 59,841,307 17,648,221,192Income and expenses recognised directly in equity:Transferred to income statements due to sales of

investments in available-for-sale securities - - (105,636,106) - - - (105,636,106) - (105,636,106)Translation adjustment - - - (553,880,977) - - (553,880,977) (458,461) (554,339,438)Net expenses recognised directly in equity - - (105,636,106) (553,880,977) - - (659,517,083) (458,461) (659,975,544)Net income for the year - - - - - 4,152,574,332 4,152,574,332 27,757,205 4,180,331,537Total income and expenses for the year - - (105,636,106) (553,880,977) - 4,152,574,332 3,493,057,249 27,298,744 3,520,355,993Dividend paid (Note 23) - - - - - (1,871,070,951) (1,871,070,951) - (1,871,070,951)Share capital issued (Note 21) 980 - - - - - 980 - 980Balance as at 31 December 2010 1,247,381,614 1,491,912,500 - (1,736,897,562) 125,900,000 18,082,070,611 19,210,367,163 87,140,051 19,297,507,214

The accompanying notes are an integral part of the financial statements.

Statements of changes in shareholdersû equity(continued)

Delta Electronics (Thailand) Public Company Limited and its subsidiariesFor the years ended 31 December 2010 and 2009

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(Unit: Baht)Separate financial statements

Issued andfully paid-up Share Retained earningsshare capital premium Appropriated Unappropriated Total

Balance as at 31 December 2008 1,247,380,634 1,491,912,500 125,900,000 14,397,125,242 17,262,318,376Net income for the year - - - 2,515,967,226 2,515,967,226Total income for the year - - - 2,515,967,226 2,515,967,226Dividend paid (Note 23) - - - (1,372,118,697) (1,372,118,697)Balance as at 31 December 2009 1,247,380,634 1,491,912,500 125,900,000 15,540,973,771 18,406,166,905

Balance as at 31 December 2009 1,247,380,634 1,491,912,500 125,900,000 15,540,973,771 18,406,166,905Net income for the year - - - 3,296,723,019 3,296,723,019Total income for the year - - - 3,296,723,019 3,296,723,019Dividend paid (Note 23) - - - (1,871,070,951) (1,871,070,951)Share capital issued (Note 21) 980 - - - 980Balance as at 31 December 2010 1,247,381,614 1,491,912,500 125,900,000 16,966,625,839 19,831,819,953

The accompanying notes are an integral part of the financial statements.

Statements of changes in shareholdersû equity(continued)

Delta Electronics (Thailand) Public Company Limited and its subsidiariesFor the years ended 31 December 2010 and 2009

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The accompanying notes are an integral part of the financial statements.

(Unit: Baht)Consolidated Separate

financial statements financial statements2010 2009 2010 2009

Cash flows from operating activities:Net income before tax 4,113,735,553 2,255,013,222 3,296,723,019 2,515,967,226Adjustments to reconcile net income before tax to

net cash provided by (paid from) operating activities:Depreciation (Note 15) 654,869,614 681,646,533 409,979,873 468,205,829Amortisation in premium/discount of forward contracts (2,001,563) 2,587,349 (579,805) (631,900)Amortisation of intangible assets 52,760,900 57,540,483 - -Recorded allowance for doubtful accounts (reversal) 22,807,558 (7,245,519) 1,646,538 (1,531,390)Recorded allowance for diminution in value of

inventory (reversal) 91,252,297 (24,239,665) 115,281,210 7,894,805Recorded the increase in provisions 202,258,785 80,556,542 14,616,521 16,727,339Gain from disposal of investments

in available-for-sale securities (99,892,326) - - -Share dividend received from investments

in available-for-sale securities - (2,541,110) - -Share of income from investments

in associated company (Note 13) (10,847,625) (32,976,466) - -Loss on diminution in value of

other long-term investments - 102,995,880 - -(Gain) loss from disposal of property, plant

and equipment 8,207,421 610,410 (2,093,270) 344,685Unrealised gain on exchange (Note 25) (26,201,794) (58,309,127) (137,319,571) (65,473,282)Interest income (59,475,554) (71,377,411) (46,491,818) (52,128,501)Interest expenses 61,072,637 59,943,471 - -

Income from operating activities before changes inoperating assets and liabilities 5,008,545,903 3,044,204,592 3,651,762,697 2,889,374,811

Decrease (increase) in operating assets:Trade accounts receivable (700,756,662) 519,834,238 (806,276,527) 86,051,279Amounts due from related parties (86,289) 12,968,265 - -Inventories (2,603,498,599) 452,902,293 (1,736,510,406) 56,578,497Other current assets (322,414,300) 46,562,929 (13,704,560) 58,084,522Other non-current assets (21,504,990) (105,232,346) - (10,400)

Increase (decrease) in operating liabilities:Trade accounts payable 706,334,443 288,646,753 33,397,010 353,197,413Amounts due to related parties (72,395,616) 92,485,755 (42,134,418) 51,103,496Other current liabilities 443,789,074 147,086,880 463,368,445 (32,855,544)Provisions (80,061,345) (110,480,384) (2,040,829) (848,129)Other non-current liabilities 23,568,839 5,923,050 15,000 (10,000)

Cash flow from operating activities 2,381,520,458 4,394,902,025 1,547,876,412 3,460,665,945Cash received from interest income 49,099,740 69,125,205 46,286,416 51,595,635Cash paid for interest expenses (56,303,163) (83,344,386) - -Cash paid for corporate income tax (96,190,755) (102,043,257) (449,217) (561,101)

Net cash flows from operating activities 2,278,126,280 4,278,639,587 1,593,713,611 3,511,700,479

Cash flow statements Delta Electronics (Thailand) Public Company Limited and its subsidiariesFor the years ended 31 December 2010 and 2009

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(Unit: Baht)Consolidated Separate

financial statements financial statements2010 2009 2010 2009

Cash flows from investing activities:Proceed from disposal in investments

in available-for-sale securities 177,229,952 - - -(Increase) decrease in deposits at bank with restrictions (764,914) 26,380,246 - -Increase in investments in subsidiary companies - - (988,818,969) (995,012,696)Decrease in other long-term investments 41,197,144 17,138,303 - -Acquisition of property, plant and equipment (1,474,558,559) (514,767,094) (857,531,506) (237,699,939)Proceeds from disposal of property,

plant and equipment 7,217,214 13,150,359 3,385,789 1,969,669Increase in intangible assets (348,133) (1,645,795) - -Net cash flows used in investing activities (1,250,027,296) (459,743,981) (1,842,964,686) (1,230,742,966)Cash flows from financing activities:Decrease in bank overdrafts and short-term loans

from financial institutions (173,854,010) (1,005,493,685) - -Dividend paid (Note 23) (1,871,070,951) (1,372,118,697) (1,871,070,951) (1,372,118,697)Proceeds from increase of share capital 980 - 980 -Net cash flows used in financing activities (2,044,923,981) (2,377,612,382) (1,871,069,971) (1,372,118,697)Decrease in translation adjustment (359,365,055) (39,547,496) - -Net increase (decrease) in cash

and cash equivalents (1,376,190,052) 1,401,735,728 (2,120,321,046) 908,838,816Unrealised gain on exchange

for cash and cash equivalents 30,130,566 19,731,358 141,457,357 84,733,909Cash and cash equivalents at beginning of year 10,552,858,435 9,131,391,349 7,545,051,143 6,551,478,418Cash and cash equivalents at end of year 9,206,798,949 10,552,858,435 5,566,187,454 7,545,051,143

Cash flow statements(continued)

Delta Electronics (Thailand) Public Company Limited and its subsidiariesFor the years ended 31 December 2010 and 2009

The accompanying notes are an integral part of the financial statements.

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Delta Electronics (Thailand) Public Company Limited and its subsidiariesFor the years ended 31 December 2010 and 2009

1. Corporate informationDelta Electronics (Thailand) Public Company Limited (çthe Companyé) is a public

company incorporated and domiciled in Thailand. Its major shareholder is Deltron HoldingLimited, which is incorporated in the Channel Islands. The Company is principally engaged inthe manufacture and distribution of electronic products. The registered office of the Companyis at 714 Moo 4, Tambon Prakasa, Amphur Muangsamutprakarn, Samutprakarn.

2. Basis of preparation2.1 The financial statements have been prepared in accordance with accounting standards

enunciated under the Accounting Profession Act B.E. 2547, except for the early adoptionof TAS No. 12 çIncome Taxesé.The presentation of the financial statements has been made in compliance with thestipulations of the Notification of the Department of Business Development dated 30January 2009, issued under the Accounting Act B.E. 2543.The financial statements in Thai language are the official statutory financialstatements of the Company. The financial statements in English language have beentranslated from the Thai language financial statements.The financial statements have been prepared on a historical cost basis except whereotherwise disclosed in the accounting policies.

2.2 Basis of consolidation2.2.1 The consolidated financial statements include the financial statements of the

Company (çthe Companyé) and the following subsidiary companies (çthesubsidiariesé):

Revenues as aAssets as a percentage to the

percentage to consolidated totalthe consolidated revenues for

Country of Percentage of total assets as at the year endedCompanyûs name Nature of business incorporation shareholding 31 December 31 December

2010 2009 2010 2009 2010 2009Percent Percent Percent Percent Percent Percent

DET International Holding Limited Holding business The Cayman 100 100 40.93 38.55 42.69 42.20Delta Energy Systems Islands

(Switzerland) AG Holding business, Switzerland 100 100 8.07 8.89 10.49 13.68manufacture, trading,research anddevelopment ofelectronic products

Delta Green Industrial (Thailand) Manufacture and Thailand 100 - 0.20 - - -

Company Limited distribution of

electronic products

Notes to consolidatedfinancial statements

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The subsidiaries which the Company owns through DET International Holding Limited are as follows:Country of Percentage of indirect

Companyûs name Nature of business incorporation shareholding2010 2009

Percent PercentDET Logistics (USA) Corporation Trading of electronic products USA 100 100DET Video Technology Limited Trading of electronic products The British Virgin Islands 100 100Delta Energy Systems (Slovakia) s.r.o. Manufacture and trading of Slovakia 100 100

electronic productsDelta Electronics (Slovakia) s.r.o. Manufacture and trading of Slovakia 100 100

electronic productsDelta Energy Systems (Germany) GmbH. Research, development and Germany 100 100

trading of electronic productsDelta Renewable Energy Systems Engineering and Marketing Switzerland 100 -

(Switzerland) AG (owned by DeltaEnergy Systems (Germany) GmbH.)

Delta Energy Systems (India) Private Limited Manufacture and trading of India 100 100electronic products

Delta Energy Systems (Romania) S.R.L. Research and development Romania 100 100of electronic products

Delta Energy Systems (Arizona) Inc. Research and development USA 100 100of electronic products

Delta Electronics Europe Limited Trading of electronic products Scotland 100 100DET SGP Pte. Ltd. Holding business and marketing Singapore 100 100

and after sales servicesDelta India Electronics Private Limited Manufacture and trading India 100 100

(owned by DET SGP Pte. Ltd.) of electronic productsDelta Greentech International Holding Limited Holding business The Cayman Islands 100 100Delta Greentech SGP Pte. Ltd. Holding business Singapore 100 100

(owned by Delta GreentechInternational Holding Limited)

Delta Greentech (Hong Kong) Limited. Trading of electronic products Hong Kong 100 100(owned by Delta GreentechSGP Pte. Ltd.)

Delta Power Solutions (India) Private Limited Manufacture and trading India 100 100(owned by Delta Greentech SGP Pte. Ltd.) of electronic products

Delta Greentech (Netherlands) Holding business The Netherlands 100 100Cooperatie U.A. (owned by DeltaGreentech International Holding Limited)

Delta Greentech (Netherlands) BV. Holding business The Netherlands 100 100(owned by Delta Greentech(Netherlands) Cooperatie U.A.)

Delta Greentech Electronics Industry LLC. Manufacture, marketing and Turkey 100 100(owned by Delta Greentech distribution of electronic(Netherlands) BV.) products

Delta Greentech (USA) Corporation Manufacture and trading of USA 100 100(owned by Delta Greentech electronic products(Netherlands) BV.)

Delta Greentech (Brazil) S.A. (formerly Manufacture and trading Brazil 100 100known as Delta Energy Systems (Brazil) S.A.) of electronic products(owned by Delta Greentech (Netherlands) BV.)

Delta Greentech (Curitiba) Limited (formerly Engineering Brazil 100 100known as Delta Energy Systems (Curitiba)Limited) (owned by Delta Greentech (Brazil) S.A.)

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The subsidiaries which the Company owns through Delta Energy Systems (Switzerland) AG are asfollows:

Country of Percentage of indirectCompanyûs name Nature of business incorporation shareholding

2010 2009Percent Percent

Delta Energy Systems (Czech republic) spol.s.r.o. Trading of electronic products Czech Republic 100 100Delta Energy Systems (Spain) S.L. Trading of electronic products Spain 100 100Delta Energy Systems (France) S.A. Trading of electronic products France 100 100Delta Energy Systems (Italy) s.r.l. Trading of electronic products Italy 100 100Delta Energy Systems (Sweden) AB. Trading of electronic products Sweden 100 100Delta Energy Systems (Finland) Oy. Manufacture and trading of Finland 100 100

electronic productsDelta Energy Systems (Guangzhou) Limited Trading of electronic products The Peopleûs 51 51

Republic of ChinaDelta Energy Systems (Poland) Sp.zo.o Trading of electronic products Poland 100 100Delta Energy Systems LLC. Trading of electronic products Russia 100 100

2.2.2 Subsidiaries are fully consolidated as from the date of acquisition, being the dateon which the Company obtains control, and continue to be consolidated until thedate when such control ceases.

2.2.3 The financial statements of the subsidiaries are prepared using the same significantaccounting policies as the Company.

2.2.4 The assets and liabilities in the financial statements of overseas subsidiary companiesare translated to Baht using the exchange rate prevailing on the balance sheetdate, and revenues and expenses translated using monthly average exchangerates. The resulting differences are shown under the caption of çTranslation adjustmentéin shareholdersû equity.

2.2.5 Material balances and transactions between the Company and its subsidiarycompanies have been eliminated from the consolidated financial statements.

2.2.6 Minority interests represent the portion of net income or loss and net assets of thesubsidiaries that are not held by the Company and are presented separately in theconsolidated income statement and within equity in the consolidated balance sheet.

2.3 The separate financial statements, which present investments in subsidiary companiesunder the cost method, have been prepared solely for the benefit of the public.

3. Adoption of new accounting standardsDuring the current year, the Federation of Accounting Professions issued a number of

revised and new accounting standards as listed below.a) Accounting standards that are effective for fiscal years beginning on or after 1 January

2011 (except Framework for the Preparation and Presentation of Financial Statements,which is immediately effective):Framework for the Preparation and Presentation of Financial Statements(revised 2009)TAS 1 (revised 2009) Presentation of Financial StatementsTAS 2 (revised 2009) InventoriesTAS 7 (revised 2009) Statement of Cash FlowsTAS 8 (revised 2009) Accounting Policies, Changes in Accounting Estimates and ErrorsTAS 10 (revised 2009) Events after the Reporting PeriodTAS 11 (revised 2009) Construction Contracts

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TAS 16 (revised 2009) Property, Plant and EquipmentTAS 17 (revised 2009) LeasesTAS 18 (revised 2009) RevenueTAS 19 Employee BenefitsTAS 23 (revised 2009) Borrowing CostsTAS 24 (revised 2009) Related Party DisclosuresTAS 26 Accounting and Reporting by Retirement Benefit PlansTAS 27 (revised 2009) Consolidated and Separate Financial StatementsTAS 28 (revised 2009) Investments in AssociatesTAS 29 Financial Reporting in Hyperinflationary EconomiesTAS 31 (revised 2009) Interests in Joint VenturesTAS 33 (revised 2009) Earnings per ShareTAS 34 (revised 2009) Interim Financial ReportingTAS 36 (revised 2009) Impairment of AssetsTAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent AssetsTAS 38 (revised 2009) Intangible AssetsTAS 40 (revised 2009) Investment PropertyTFRS 2 Share-Based PaymentTFRS 3 (revised 2009) Business CombinationsTFRS 5 (revised 2009) Non-current Assets Held for Sale and Discontinued OperationsTFRS 6 Exploration for and Evaluation of Mineral ResourcesTFRIC 15 Agreements for the Construction of Real Estate

b) Accounting standards that are effective for fiscal years beginning on or after 1 January2013:TAS 12 Income TaxesTAS 20 (revised 2009) Accounting for Government Grants and Disclosure of Government

AssistanceTAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates

The Companyûs management believes that TAS 11 (revised 2009), TAS 17 (revised 2009), TAS20 (revised 2009), TAS 29, TAS 31 (revised 2009), TAS 40 (revised 2009), TFRS 5 (revised 2009), TFRS 6and TFRIC 15 are not relevant to the business of the Company and its subsidiaries. As for theaccounting standards announced by the Federation of Accounting Professions other than theearlier mentioned, the Companyûs management expects that they will not have any significantimpact on the financial statements for the year in which they are initially applied.

4. Significant accounting policies4.1 Revenue Recognition

Sales of goodsSales of goods are recognised when the significant risks and rewards of ownership

of the goods have passed to the buyer. Sales are the invoiced value, excluding valueadded tax, of goods supplied after deducting discounts and allowances.Rendering of services

Service revenue is recognised when services have been rendered taking intoaccount the stage of completion.Interest income

Interest income is recognised on an accrual basis based on the effective interestrate.

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4.2 Cash and cash equivalentsCash and cash equivalents consist of cash in hand and at banks, and all highly

liquid investments with an original maturity of three months or less and not subject towithdrawal restrictions.

4.3 Trade accounts receivableTrade accounts receivable are stated at the net realisable value. Allowance for

doubtful accounts is provided for the estimated losses that may be incurred in collectionof receivables. The allowance is generally based on collection experiences and analysisof debt aging.

4.4 InventoriesFinished goods and work in process are valued at the lower of standard cost (which

approximates actual cost) and net realisable value. Actual cost includes all productioncosts and attributable factory overheads.

Raw materials are valued at the lower of standard cost (which approximates actualcost) and net realisable value and are charged to production costs whenever consumed.

4.5 Investmentsa) Investments in available-for-sale securities are stated at fair value. The fair value is

based on the latest bid price of the last working day of the year as quoted on thestock exchange. Changes in the carrying amounts of securities are recorded asseparate items in shareholdersû equity until the securities are sold, when the gain orloss from disposal of securities are then included in determining income.

b) Investment in associated company is accounted for in the consolidated financialstatements using the equity method.

c) Investments in subsidiary companies are accounted for in the separated financialstatements using the cost method net of allowance for loss on impairment (if any).

d) Investments in the ordinary and preference shares of other companies, which theCompany classifies as other investments, are stated at cost net of allowance for losson impairment (if any).

On disposal of an investment, the difference between net disposal proceeds andthe carrying amount of the investment is recognised as income or loss in the incomestatement.

4.6 Property, plant and equipment/DepreciationLand is stated at cost. Buildings and equipment are stated at cost less accumulated

depreciation and allowance for impairment (if any). Depreciation of plant and equipmentis calculated by reference to their costs on a straight-line basis over the following estimateduseful lives:Building 20 - 50 yearsLand improvement 1 - 10 yearsMachinery and equipment 5 - 20 yearsMolds and toolings 2 - 10 yearsInstallation 1 - 20 yearsFurniture, fixtures and office equipment 5 - 10 yearsComputer 2 - 5 yearsMotor vehicles 3 - 5 years

Depreciation is included in determining income.No depreciation is provided on land and construction in progress.

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An item of property, plant and equipment is derecognised upon disposal or whenno future economic benefits are expected from its use or disposal. Any gain or loss arisingon disposal of an asset is included in the income statement when the asset is derecognised.

4.7 Intangible assetsIntangible assets are initially recognised at cost. Following initial recognition, they

are carried at cost less accumulated amortisation and impairment losses (if any).Intangible assets with finite lives are amortised on a systematic basis over the useful

economic life and tested for impairment whenever there is an indication that they maybe impaired. The amortisation period and the amortisation method of such intangibleassets are reviewed at least at each financial year end. The amortisation expense ischarged to the income statement.

The useful life of patents is approximately 20 years.

4.8 GoodwillGoodwill is initially recorded at cost, which equals to the excess of cost of business

combination over the fair value of the net assets acquired. If the fair value of the netassets acquired exceeds the cost of business combination, the excess is immediatelyrecognised as gain in the income statement.

Goodwill is carried at cost less any accumulated impairment losses (if any). Goodwillis tested for impairment annually and when circumstances indicate that the carrying valuemay be impaired.

For the purpose of impairment testing, goodwill acquired in a business combination isallocated to each of the Companyûs cash-generating units (or group of cash-generatingunits) that are expected to benefit from the synergies of the combination. The Companyestimates the recoverable amount of each cash-generating unit (or group of cash-generatingunits) to which the goodwill relates. Where the recoverable amount of the cash-generatingunit is less than the carrying amount, an impairment loss is recognised. Impairment lossesrelating to goodwill cannot be reversed in future periods.

4.9 Related party transactionsRelated parties comprise enterprises and individuals that control, or are controlled

by, the Company, whether directly or indirectly, or which are under common control withthe Company.

They also include associated companies and individuals which directly or indirectlyown a voting interest in the Company that gives them significant influence over theCompany, key management personnel and directors with authority in the planning anddirection of the Companyûs operations.

4.10 Foreign currenciesTransactions in foreign currencies are translated into Baht at the exchange rate

ruling at the date of the transaction. Monetary assets and liabilities denominated inforeign currencies are translated into Baht at the exchange rate ruling at the balancesheet date.

Gains and losses on exchange rate are included in determining income.

4.11 Impairment of assetsEvery year, the Company and its subsidiaries performs impairment reviews in respect of

the property, plant and equipment and other intangible assets whenever events or changesin circumstances indicate that an asset may be impaired. The Company and its subsidiariesalso carries out annual impairment reviews in respect of goodwill. An impairment loss is

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recognised when the recoverable amount of an asset, which is the higher of the assetûsfair value less costs to sell and its value in use, is less than the carrying amount.

An impairment loss is recognised in the income statement.In the assessment of asset impairment if there is any indication that previously

recognised impairment losses may no longer exist or may have decreased, the Companyestimates the assetûs recoverable amount. A previously recognised impairment loss isreversed only if there has been a change in the assumptions used to determine the assetûsrecoverable amount since the last impairment loss was recognised. The increased carryingamount of the asset attributable to a reversal of an impairment loss shall not exceedthe carrying amount that would have been determined had no impairment loss beenrecognised for the asset in prior years. Such reversal is recognised in the income statementunless the asset is carried at a revalued amount, in which case the reversal, whichexceeds the carrying amount that would have been determined, is treated as arevaluation increase.

4.12 Employee benefitsSalaries, wages, bonuses and contributions to the social security fund and provident

fund are recognised as expenses when incurred.The Company and its subsidiaries recognise post-retirement benefits as liabilities in

their financial statements in accordance with the bases and conditions stipulated in theregulations of these companies.

4.13 ProvisionsProvisions are recognised when the Company and its subsidiaries have a present

obligation as a result of a past event, it is probable that an outflow of resourcesembodying economic benefits will be required to settle the obligation and a reliableestimate can be made of the amount of the obligation.

4.14 Research and development expensesThe Company and its subsidiaries record research and development costs as

expenses when incur.

4.15 Corporate income taxIncome tax expense represents the sum of corporate income tax currently payable

and deferred tax.Current tax

Current income tax is provided in the accounts at the amount expected to be paidto the taxation authorities, based on taxable profits determined in accordance with taxlegislation.

Deferred TaxDeferred income tax is provided on temporary differences between their carrying

amounts and the tax bases of assets and liabilities, by using the enacted tax rate at thebalance sheet date.

The Company and its subsidiaries recognise deferred tax liabilities for all taxabletemporary differences while they recognise deferred tax assets for all deductible tempo-rary differences and tax losses carried forward to the extent that it is probable that futuretaxable profit will be available against which such deductible temporary differences andtax losses carried forward can be utilised.

At each balance sheet date, the Company and its subsidiaries review and reduce thecarrying amount of deferred tax assets to the extent that it is no longer probable thatsufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

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4.16 DerivativesForward exchange contracts

Receivables and payables arising from forward exchange contracts are translatedinto Baht at the rates of exchange ruling at the balance sheet date. Gains and losses fromthe translation are included in determining income. Premiums or discounts on forwardexchange contracts are amortised on a straight-line basis over the contract periods.

5. Significant accounting judgments and estimatesThe preparation of financial statements in conformity with generally accepted accounting

principles at times requires management to make subjective judgments and estimates regardingmatters that are inherently uncertain. These judgments and estimates affect reported amountsand disclosures and actual results could differ from these estimates. The significant judgmentsand estimates are as follows:Allowance for doubtful accounts

In determining an allowance for doubtful accounts, the management needs to makejudgment and estimates based upon, among other things, debt collection history, aging profileof outstanding debts and the prevailing economic condition.

Impairment of equity investmentsThe Company and its subsidiaries treat available-for-sale investments and other investments

as impaired when the management judges that there has been a significant or prolonged declinein the fair value below their cost or where other objective evidence of impairment exists. Thedetermination of what is çsignificanté or çprolongedé requires judgment.

Property plant and equipment/DepreciationIn determining depreciation of plant and equipment, the management is required to

make estimates of the useful lives and salvage values of the Companyûs and its subsidiariesûplant and equipment and to review estimate useful lives and salvage values when there areany changes.

In addition, the management is required to review property, plant and equipment forimpairment whenever events indicate that an asset may be impaired and record impairmentlosses in the period when it is determined that their recoverable amount is lower than thecarrying cost. This requires judgments regarding forecast of future revenues and expensesrelating to the assets subject to the review.

Goodwill and intangible assetsThe initial recognition and measurement of goodwill and other intangible assets, and

subsequent impairment testing, require management to make estimates of cash flows to begenerated by the asset or the cash generating units and to choose a suitable discount rate inorder to calculate the present value of those cash flows.

Deferred tax assetsDeferred tax assets are recognised in respect of temporary differences only to the extent

that it is probable that taxable profit will be available against which these differences can beutilized. Significant management judgment is required to determine the amount of deferred taxassets that can be recognized, based upon the likely timing and level of estimate future profits.

Post-retirement benefitsPost-retirement benefit costs are based on actuarial calculations. Inherent within these

calculations are assumptions as to salary increases and discount rate, among others.

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LitigationThe subsidiary of the Company has contingent liabilities as a result of litigation. The

management has used judgment to assess of the results of the litigation and believes that noloss will result. Therefore no contingent liabilities are recorded in the financial statements.

6. Related party transactionsDuring the years, the Company and its subsidiaries had significant business transactions

with related parties. Such transactions, which are summarized below, arose in the ordinarycourse of business and were concluded on commercial terms and bases agreed upon betweenthe Company and those related parties.

(Unit: Million Baht)Consolidated Separate

financial statements financial statements Transfer Pricing policy2010 2009 2010 2009

Transactions with subsidiary companies(eliminated from the consolidated financial statements)Sales of goods and raw materials - - 7,438 5,592 With reference to market pricePurchase of raw materials - - 232 125 With reference to market priceCommission paid - - 135 145 Contract priceMarketing fee - - 204 243 Contract priceDesign and engineering fee - - 673 638 Contract priceTransactions with associated companySales of goods - 5 - 5 With reference to market priceTransactions with related partiesSales of goods and raw materials 1,124 807 1,095 795 With reference to market pricePurchase of goods and raw materials 1,390 1,088 272 100 With reference to market priceCommission paid 236 277 236 277 Contract priceCommission received 18 50 - - Contract priceServices income 12 19 - - Agreed upon basis

The balances of the accounts as at 31 December 2010 and 2009 between the Companyand these related companies are as follows:

(Unit: Baht)Consolidated Separate

financial statements financial statements2010 2009 2010 2009

Trade accounts receivable, related partiesSubsidiary companiesDET Logistics (USA) Corporation - - 999,722,347 915,336,255Delta Power Solutions (India) Private Limited - - 173,423,335 316,489,660Delta Energy Systems (Switzerland) AG - - 150,592,003 133,886,972Delta Electronics (Slovakia) s.r.o. - - 121,284,025 20,463,399Delta Energy Systems (Germany) GmbH. - - 33,071,997 10,248,824Delta Greentech (Brazil) S.A. - - 12,947,472 789,302Delta Energy Systems (India) Private Limited - - 16,680 3,709,269Others - - 4,886,638 1,305,430

- - 1,495,944,497 1,402,229,111Associated companyDelta Green (Tianjin) Industries Company Limited 725,642 3,575,225 725,642 3,575,225

725,642 3,575,225 725,642 3,575,225

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(Unit: Baht)Consolidated Separate

financial statements financial statements2010 2009 2010 2009

Other related partiesDelta Products Corporation Limited 124,399,715 140,896,068 115,217,339 140,893,947Delta Electronics International Limited 28,990,031 55,273,360 28,255,879 53,746,164Delta Network International Limited 24,795,241 23,744,555 24,742,003 20,572,755DelSolar Company Limited 14,474,138 393,813 13,367,807 -Delta Electronics Inc. 12,941,056 14,670,776 4,896,609 7,738,787Delta Networks Inc. 11,025,242 5,939,536 11,025,242 5,939,536Delta Electronics (Jiangsu) Limited 10,582,795 2,289,631 9,107,362 2,264,225Delta Electronics (Japan), Inc. 7,902,353 2,289,509 7,902,353 2,289,509Delta Greentech (China) Company Limited 1,678,016 6,041,438 1,678,016 6,041,438Others 12,305,575 11,448,380 3,974,629 1,034,925

249,094,162 262,987,066 220,167,239 240,521,286Total trade accounts receivable, related parties 249,819,804 266,562,291 1,716,837,378 1,646,325,622

Trade accounts payable, related partiesSubsidiary companiesDelta Power Solutions (India) Private Limited - - 38,024,000 23,214,340Delta India Electronics Private Limited - - 10,663,480 3,136,716Delta Energy Systems (Germany) GmbH. - - 9,415,584 5,156,484Delta Electronics (Slovakia) s.r.o. - - 3,586,303 5,876,982Others - - 289,766 207,563

- - 61,979,133 37,592,085Other related partiesDelSolar Company Limited 519,187,295 - - -Delta Electronics International Limited 255,698,670 304,715,444 16,637,319 42,021,920Delta Electronics Inc. 66,612,175 43,061,174 5,193,922 6,707,115Delta Electronics (Shanghai) Limited 52,908,231 26,048,332 - -Delta Electronics (Dongguan) Company Limited 12,200,829 - - -Cyntec Company Limited 6,497,669 - 6,497,669 -Delta Electronics (Japan), Inc 6,492,129 6,203,685 5,890,837 5,205,194Delta Products Corporation Limited 5,311,642 7,472,587 1,789,867 4,298,011Delta Greentech (China) Company Limited 1,797,553 12,745,290 - -Deltronics (Netherlands) BV 1,083,647 20,352,674 - -Others 7,758,958 1,011,413 - 19,251

935,548,798 421,610,599 36,009,614 58,251,491Total trade accounts payable, related parties 935,548,798 421,610,599 97,988,747 95,843,576

Amounts due to related partiesSubsidiary companiesDelta Energy Systems (Germany) GmbH. - - 128,453,830 87,498,576Delta Electronics Europe Limited - - 3,372,917 25,868Delta Electronics (Slovakia) s.r.o - - 3,085,277 26,345DET Logistics (USA) Corporation - - 3,048,784 10,024,485Delta Power Solutions (India) Private Limited - - 620,228 2,101,454Delta Energy Systems (Switzerland) AG - - 84,615 12,352,723Others - - 1,058,673 2,241,591

- - 139,724,324 114,271,042

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financial statements financial statements2010 2009 2010 2009

Other related partiesDelta Electronics Inc. 30,407,971 81,107,756 30,407,971 80,873,844Delta Products Corporation Limited 21,923,306 21,346,160 16,781,401 21,346,160Deltronics (Netherlands) BV 7,663,577 23,551,395 3,177,425 2,283,240Delta Electronics (Japan), Inc 1,896,804 3,216,921 1,896,804 3,216,921Delta Electronics International Limited 1,358,233 9,385,165 1,358,233 5,341,140Others 6,073,850 4,335,229 190,533 629,317

69,323,741 142,942,626 53,812,367 113,690,622Total amounts due to related parties 69,323,741 142,942,626 193,536,691 227,961,664

Directors and managementûs remunerationIn 2010, the Company and its subsidiaries had expenses related to the salaries, bonuses

and meeting allowances to their directors and management totaling Baht 292 million (Separatefinancial statements: Baht 70 million) (2009: Baht 247 million, Separate financial statements: Baht17 million).

7. Cash and cash equivalents(Unit: Baht)

Consolidated Separatefinancial statements financial statements2010 2009 2010 2009

Cash 2,209,174 2,948,549 590,228 544,211Bank deposits 9,204,589,775 10,549,909,886 5,565,597,226 7,544,506,932Total 9,206,798,949 10,552,858,435 5,566,187,454 7,545,051,143

As at 31 December 2010, bank deposits in saving accounts carried interests between 0.01and 1.40 percent per annum (2009: between 0.01 and 4.76 percent per annum).

8. Investments in available-for-sale securitiesThe available-for-sale securities were owned by a subsidiary, DET International Holding

Limited are as follow:(Unit: Baht)

Companyûs name 2010 2009

Cyntec Company Limited - 86,276,438Unrealised gain on changes in value of investments in available-for-sales securities - 105,636,106Translation adjustment - (13,396,274)Total investments in available-for-sale securities - 178,516,270

During year 2010, DET International Holding Limited sold all of its investments in available-for-sales securities through the Stock Exchange of Taiwan. The subsidiary had gain on sales ofthese investments in available-for-sale securities approximately of Baht 100 million and presentedthis amount separately in the income statement.

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9. Trade accounts receivableThe balances of trade accounts receivable as at 31 December 2010 and 2009, aged on

the basis of due dates, are summarised below.(Unit: Baht)

Consolidated Separatefinancial statements financial statements2010 2009 2010 2009

Trade accounts receivable, related partiesCurrent 246,517,051 262,431,211 1,713,001,610 1,601,319,064Past due 1 - 3 months 3,302,753 2,322,074 3,835,768 43,197,552Past due over 12 months - 1,809,006 - 1,809,006Total 249,819,804 266,562,291 1,716,837,378 1,646,325,622Trade accounts receivable, unrelated partiesCurrent 5,381,715,075 4,704,388,703 2,562,700,575 1,980,150,872Past due 1 - 3 months 564,921,078 498,685,866 279,880,659 119,529,987Past due 3 - 6 months 19,989,763 65,064,733 - -Past due 6 - 12 months 18,081,315 5,830,222 - -Past due over 12 months 6,566,119 276,041 - -Total 5,991,273,350 5,274,245,565 2,842,581,234 2,099,680,859Total trade accounts receivable 6,241,093,154 5,540,807,856 4,559,418,612 3,746,006,481Less: Allowance for doubtful accounts (78,348,656) (55,541,098) (9,356,915) (7,710,377)Trade accounts receivable - net 6,162,744,498 5,485,266,758 4,550,061,697 3,738,296,104

10. Inventories(Unit: Baht)

Consolidated financial statements

Allowance for diminutionCost in value of inventory Inventories-net

2010 2009 2010 2009 2010 2009

Finished goods 2,794,992,482 1,450,575,940 (245,430,652) (182,612,636) 2,549,561,830 1,267,963,304Work in process 480,764,206 374,761,523 (1,306,870) (3,342,556) 479,457,336 371,418,967Raw materials 3,264,934,735 2,162,926,729 (554,826,321) (524,356,354) 2,710,108,414 1,638,570,375Goods in transit 602,332,516 551,261,148 - - 602,332,516 551,261,148Total 7,143,023,939 4,539,525,340 (801,563,843) (710,311,546) 6,341,460,096 3,829,213,794

(Unit: Baht)Separate financial statements

Allowance for diminutionCost in value of inventory Inventories-net

2010 2009 2010 2009 2010 2009

Finished goods 1,539,693,616 747,822,258 (86,982,175) (57,737,319) 1,452,711,441 690,084,939Work in process 376,864,686 259,061,610 - - 376,864,686 259,061,610Raw materials 1,849,903,939 1,085,335,115 (308,062,957) (222,026,603) 1,541,840,982 863,308,512Goods in transit 155,463,626 93,196,478 - - 155,463,626 93,196,478Total 3,921,925,867 2,185,415,461 (395,045,132) (279,763,922) 3,526,880,735 1,905,651,539

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11. Deposits at bank with restrictionsThe balance as at 31 December 2010 mainly represented bank deposits of approximately

RMB 26 million (31 December 2009: approximately RMB 26 million) of a subsidiary in the PeopleûsRepublic of China. During year 2010, the government unit of the Peopleûs Republic of Chinaapproved its liquidation of this subsidiary. However this subsidiary is currently in its liquidationprocess. The management of the subsidiary believed that the deposits at bank with restrictionswill be able to normally be withdrawn within 1 year and bank deposits of approximately EUR 1.9million (31 December 2009: approximately EUR 1.2 million) of a subsidiary in the Federal Republicof Germany which are subject to pension fund restrictions.

12. Investments in subsidiary companiesDetails of investments in subsidiaries as presented in separate financial statements are as

follows:(Unit: Baht)

ShareholdingPaid-up capital percentage Cost

Companyûs name Foreign currency 2010 2009 2010 2009 2010 2009% %

DET International Holding Limited USD 223,513,330 194,776,350 100 100 8,190,294,476 7,261,475,498Delta Energy Systems (Switzerland) AG CHF 20,000,000 20,000,000 100 100 2,414,917,694 2,414,917,694Delta Green Industrial (Thailand) THB 60,000,000 - 100 - 59,999,991 -

Company LimitedSubtotal 10,665,212,161 9,676,393,192Less: Loss on impairment of investments in subsidiary companies (2,196,003,765) (2,196,003,765)Net investments in subsidiary companies 8,469,208,396 7,480,389,427

Delta Green Industrial (Thailand) Company Limited was incorporated as a companylimited on 5 November 2010. This companyûs registered capital totals Baht 200 million, of whichBaht 60 million has already been called up. The Company is the parent company of thissubsidiary holding 100 percent interest in its shares.

No dividend was received from the above subsidiary companies for the year ended 31December 2010 and 2009.

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13. Investment in associated company13.1 Details of investments in associated company:

(Unit: Baht)Consolidated financial statements

Share of income fromShareholding Carrying amounts based investment in associate

Companyûs name Nature of business Country of incorporation percentage Cost on equity method during the year

2010 2009 2010 2009 2010 2009 2010 2009

% %Delta Green (Tianjin) Industries Manufacturing and The Peopleûs Republic 50 50 394,383,470 394,383,470 635,085,280 624,034,559 10,847,625 32,976,466

Company Limited trading of electronic of China(owned by DET SGP Pte. Ltd.) products

Translation adjustment - - (90,314,480) (32,540,283) - -Total investment in associated company 394,383,470 394,383,470 544,770,800 591,494,276 10,847,625 32,976,466

13.2 Summarised financial information of associated company:Financial information of the associated company is summarised below.

(Unit: Million RMB)Paid-up capital Total assets Total liabilities Total revenues for the year Net income for the year

Companyûs name as at 31 December as at 31 December as at 31 December ended 31 December ended 31 December

2010 2009 2010 2009 2010 2009 2010 2009 2010 2009

Delta Green (Tianjin) Industries Company Limited 185 185 300 290 35 30 201 179 5 13

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14. Other long-term investments(Unit: Baht)

Shareholding ConsolidatedCompanyûs name percentage financial statements

2010 2009 2010 2009

% %

IP Fund One, L.P. 3.84 3.84 258,127,847 299,324,991(owned by DET International Holding Limited)

Ezonics Corporation Company Limited - 16.49 - 50,582,003(owned by DET International Holding Limited)

Delta Greentech (China) Company Limited 8.21 8.21 456,586,926 456,586,926(owned by Delta Greentech SGP Pte. Ltd.)

Total other long-term investments 714,714,773 806,493,920Less: Allowance for diminution in value of investments (191,577,647) (243,786,250)

in other long-term investmentsTranslation adjustment (114,687,227) (66,736,903)Other long-term investments - net 408,449,899 495,970,767

The Meeting of the Companyûs Board of Directors held on 5 November 2010 approved theresolution to write off the investment in Ezonics Corporation Company Limited because thiscompany has filed for bankruptcy. The Company already set up full allowance for diminution invalue of this investment.

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15. Property, plant and equipment - net(Unit: Baht)

Consolidated financial statements

Machinery and ConstructionLand Building equipment Mold Installation in progress Computer Others Total

Cost:31 December 2009 446,835,808 2,188,655,375 5,391,838,028 893,531,817 908,449,944 21,528,599 825,974,308 451,163,269 11,127,977,148Purchase/transfer in - 301,051,091 844,590,527 86,161,130 41,570,875 17,083,482 85,851,742 99,412,570 1,475,721,417Disposal/write-off/transfer out - - (160,345,486) (2,248,761) (14,266,357) (1,162,858) (182,723,674) (55,835,135) (416,582,271)Translation adjustment (15,755,308) (135,483,020) (195,804,712) (4,313,234) (12,498,946) (4,032,055) (42,839,026) (36,737,246) (447,463,547)31 December 2010 431,080,500 2,354,223,446 5,880,278,357 973,130,952 923,255,516 33,417,168 686,263,350 458,003,458 11,739,652,747Accumulated depreciation:31 December 2009 - 362,739,311 4,607,042,345 838,839,834 632,849,715 - 716,916,214 279,575,418 7,437,962,837Depreciation for the year - 49,794,467 375,704,055 61,447,308 49,560,360 - 78,546,909 39,816,515 654,869,614Depreciation - disposal/write-off - - (156,494,787) (2,248,749) (12,435,530) - (181,955,925) (47,173,691) (400,308,682)Translation adjustment - (10,460,957) (164,677,102) (4,654,275) (9,941,402) - (45,096,453) (24,199,131) (259,029,320)31 December 2010 - 402,072,821 4,661,574,511 893,384,118 660,033,143 - 568,410,745 248,019,111 7,433,494,449Allowance for impairment loss:31 December 2009 - 38,756,892 - - 6,138,942 - 35,848 939,785 45,871,46731 December 2010 - 38,756,892 - - 6,138,942 - 35,848 939,785 45,871,467Net book value:As at 31 December 2009 446,835,808 1,787,159,172 784,795,683 54,691,983 269,461,287 21,528,599 109,022,246 170,648,066 3,644,142,844As at 31 December 2010 431,080,500 1,913,393,733 1,218,703,846 79,746,834 257,083,431 33,417,168 117,816,757 209,044,562 4,260,286,831Depreciation charge (included in income statement):Year 2009 (Baht 518 million include in manufacturing cost, and the balance in selling, administrative and research and development expenses) 681,646,533Year 2010 (Baht 469 million include in manufacturing cost, and the balance in selling, administrative and research and development expenses) 654,869,614

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15. Property, plant and equipment - net (continued)(Unit: Baht)

Separate financial statements

Machinery and ConstructionLand Building equipment Mold Installation in progress Computer Others Total

Cost:31 December 2009 312,646,818 1,226,651,726 4,009,752,960 856,621,678 803,027,557 3,519,420 285,181,783 103,265,668 7,600,667,610Purchase/transfer in - 20,316,390 667,378,459 79,853,459 35,596,011 20,458,608 25,683,573 8,245,006 857,531,506Disposal/write-off/transfer out - - (120,114,901) (809,566) (3,533,307) - (12,260,428) (1,581,304) (138,299,506)31 December 2010 312,646,818 1,246,968,116 4,557,016,518 935,665,571 835,090,261 23,978,028 298,604,928 109,929,370 8,319,899,610Accumulated depreciation:31 December 2009 - 298,109,948 3,514,089,189 807,228,009 550,744,896 - 231,011,648 81,236,718 5,482,420,408Depreciation for the year - 21,962,044 253,542,577 56,696,432 39,718,396 - 32,196,842 5,863,582 409,979,873Depreciation - disposal/write-off - - (119,125,477) (809,554) (3,533,296) - (12,008,567) (1,530,093) (137,006,987)31 December 2010 - 320,071,992 3,648,506,289 863,114,887 586,929,996 - 251,199,923 85,570,207 5,755,393,294Allowance for impairment loss:31 December 2009 - 38,756,892 - - 6,138,942 - 35,848 939,785 45,871,46731 December 2010 - 38,756,892 - - 6,138,942 - 35,848 939,785 45,871,467Net book value:As at 31 December 2009 312,646,818 889,784,886 495,663,771 49,393,669 246,143,719 3,519,420 54,134,287 21,089,165 2,072,375,735As at 31 December 2010 312,646,818 888,139,232 908,510,229 72,550,684 242,021,323 23,978,028 47,369,157 23,419,378 2,518,634,849Depreciation charge (included in income statement):Year 2009 (Baht 399 million include in manufacturing cost, and the balance in selling, administrative and research and development expenses) 468,205,829Year 2010 (Baht 339 million include in manufacturing cost, and the balance in selling, administrative and research and development expenses) 409,979,873

As at 31 December 2010, certain machinery and equipment items of the Company and its subsidiaries had been fully depreciated but were still in use.The gross carrying amount before deducting accumulated depreciation of those assets amounted to approximately Baht 5,783 million (2009: Baht 5,016 million).

The outstanding balance of allowance for loss on impairment of assets, amounting to approximately Baht 46 million, was made against plant andequipment relevant to video display production, since the Company has decided to reduce its production video displays in line with its long-term businessstrategy of not manufacturing products that generate low profit margins. In the current year, the Company had no sales of this product.

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16. Intangible assets(Unit: Baht)

Consolidated financial statement

Patent rights Others Total

Cost:31 December 2009 1,095,485,725 2,577,536 1,098,063,261Increase during year 182,659 165,474 348,133Translation adjustment (105,655,048) (172,918) (105,827,966)31 December 2010 990,013,336 2,570,092 992,583,428Accumulated amortisation:31 December 2009 276,849,299 522,161 277,371,460Amortisation for the year 52,083,717 677,183 52,760,900Translation adjustment (29,285,471) (55,259) (29,340,730)31 December 2010 299,647,545 1,144,085 300,791,630Net book value:As at 31 December 2009 818,636,426 2,055,375 820,691,801As at 31 December 2010 690,365,791 1,426,007 691,791,798

17. Income taxCorporate income tax for the year 2010 and 2009 consist of the followings:

(Unit: Baht)For the years

ended 31 December

2010 2009

Current income tax (76,227,236) (73,647,532)Increase in deferred tax assets 148,020,534 12,686,698Increase in deferred tax liabilities (17,399,426) (4,710,439)Translation adjustment 12,202,112 457,719Corporate income tax in income statements 66,595,984 (65,213,554)

Reconciliation between tax expenses and the product of accounting income multipliedby the applicable tax rate for the year ended 31 December 2010 and 2009 was as follows:

(Unit: Baht)2010 2009

Income before tax 4,113,735,553 2,255,013,222Income tax at Thai corporate income tax rate of 30% (1,234,120,666) (676,503,967)Tax effect of intercompany transactions 26,708,443 56,587,676Utilisation of previously unrecognised tax losses 28,666,834 7,206,498Tax savings from investment promotion 1,001,725,595 698,477,529Difference in tax rates of subsidiaries in overseas countries 137,973,339 (125,795,180)Tax effect of loss for the current year of overseas subsidiaries (101,645,018) (22,289,715)Increase in deferred tax assets 148,020,534 12,686,698Increase in deferred tax liabilities (17,399,426) (4,710,439)Tax effect of non-deductible expenses 72,728,203 (19,045,403)Translation adjustment 12,202,112 457,719Others (8,263,966) 7,715,030Corporate income tax in income statements 66,595,984 (65,213,554)

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As at 31 December 2010 and 2009, the components of deferred tax assets and deferredtax liabilities were summarised as follows:

(Unit: Baht)2010 2009

Deferred tax assetsAllowance for doubtful accounts 3,525,513 4,082,681Allowance for stock obsolescence 44,369,412 42,033,366Effect on elimination of intercompany transactions 3,220,178 16,041,369Provision for tax savings from promotion 146,720,056 -Difference depreciation for tax purpose 11,435,098 8,528,594Others 20,878,615 11,442,328

Total 230,148,872 82,128,338Deferred tax liabilities

Difference depreciation for tax purpose 19,339,703 -Others 5,112,931 7,053,208

Total 24,452,634 7,053,208Net 205,696,238 75,075,130

As at 31 December 2010, the Company and its subsidiary have unused tax losses ofapproximately Baht 32 million and EUR 63 million. Deferred tax assets have not been recognisedin respect of such tax losses because the management determined that there is uncertainty asto whether adequate sufficient taxable profits will be available to utilize the deferred tax asset.

18. Deposit for purchase of land and advance payment for constructionThe balance as at 31 December 2010 represented the deposit for purchase of land of a

subsidiary, namely Delta India Electronics Pvt. Ltd., of approximately INR 150 million or approximatelyBaht 100 million for its purchase of land in India for office building construction (31 December2009: Deposit for purchase of land of approximately INR 12 million or approximately Baht 8 millionand advance payment for construction of the office building of approximately INR 141 million orapproximately Baht 101 million).

19. Bank overdrafts and short-term loans from financial institutions(Unit: Baht)

Interest rate Consolidated(percent per annum) financial statements2010 2009 2010 2009

Bank overdrafts 14.50 - 16.50 10.00 - 11.50 2,137,871 9,820,579Short-term loans from financial institutions 1.67 - 14.00 1.21 - 7.75 1,142,615,173 1,308,786,475Total 1,144,753,044 1,318,607,054

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20. ProvisionsThese comprise the following:

(Unit: Baht)Consolidated financial statements Separate financial statements

Post-retirement Restructuring Other Post-retirementbenefit costs costs Warranty provisions Total benefit costs Warranty Total

Balance as at 31 December 2009 996,126,449 48,093,617 178,530,777 88,109,026 1,310,859,869 64,821,413 21,948,077 86,769,490Add: Recognition during year 71,820,612 - 137,213,660 84,846,641 293,880,913 13,199,889 21,854,690 35,054,579Less: Decrease during year (52,654,855) (9,367,468) (3,549,177) (14,489,845) (80,061,345) (1,976,608) (64,221) (2,040,829)Less: Reversal during year (8,139,400) (24,342,884) (50,123,295) (9,016,549) (91,622,128) - (20,438,058) (20,438,058)Translation adjustment/ unrealized gain

on exchange rate (137,449,570) (5,862,833) (24,395,680) (17,814,023) (185,522,106) - (1,678,672) (1,678,672)Balance as at 31 December 2010 869,703,236 8,520,432 237,676,285 131,635,250 1,247,535,203 76,044,694 21,621,816 97,666,510

Short-term provisions 6,344,628 20,215,642 6,892,998 81,007,653 114,460,921 - 4,428,913 4,428,913Long-term provisions 989,781,821 27,877,975 171,637,779 7,101,373 1,196,398,948 64,821,413 17,519,164 82,340,577Balance as at 31 December 2009 996,126,449 48,093,617 178,530,777 88,109,026 1,310,859,869 64,821,413 21,948,077 86,769,490

Short-term provisions 4,474,419 5,938,794 24,604,576 121,608,782 156,626,571 - 5,845,545 5,845,545Long-term provisions 865,228,817 2,581,638 213,071,709 10,026,468 1,090,908,632 76,044,694 15,776,271 91,820,965Balance as at 31 December 2010 869,703,236 8,520,432 237,676,285 131,635,250 1,247,535,203 76,044,694 21,621,816 97,666,510

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21. Share capital/warrantsThe Annual General Meeting of the shareholders held on 30 March 2005 approved a

resolution to issue up to 59,000,000 warrants for offer to executive directors and other employeesof the Company. The warrants can be exercised to subscribe to newly issued ordinary shares ina ratio of 1 warrant per 1 ordinary share, at an exercise price of Baht 1 each. They are a one-time issue and have a life of 5 years, with the exercise period commencing on the last businessday of January 2006.

The Meeting of the Board of Directors of the Company held on 24 February 2010 approvedresolutions to pay a dividend to shareholders. As a result the Company adjusted the exercise ratioof the warrants in the manner stated in the prospectus, such that 1 warrant can be exercisedto purchase 1.231 ordinary shares at a price of Baht 1 per share, effective from 10 March 2010.

During December 2010, 799 warrants were exercised to purchase 980 new ordinary shares,the Company registered this capital increase with the Ministry of Commerce on 22 December 2010.

The final date for the exercise of the Companyûs warrants was 17 December 2010, afterwhich the remaining 2,399 warrants can no longer be exercised.

22. Statutory reservePursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is

required to set aside to a statutory reserve at least 5 percent of its net income after deductingaccumulated deficit brought forward (if any) until the reserve reaches 10 percent of theregistered capital. The statutory reserve is not available for dividend distribution.

23. DividendsDividends declared in 2010 and 2009 consisted of the followings:

(Unit: Baht)

Dividend Approved by Total dividends Dividend per share

Final dividend for year 2009 Annual General Meeting of theshareholders on 5 April 2010 1,871,070,951 1.50

Final dividend for year 2008 Annual General Meeting of theshareholders on 3 April 2009 1,372,118,697 1.10

24. Expenses by natureSignificant expenses by nature are as follows:

(Unit: Million Baht)Consolidated Separate

financial statements financial statements2010 2009 2010 2009

Salaries, wages and other employee benefits 5,793 4,721 2,764 1,763Raw materials used and purchase of finished goods 18,624 15,934 15,484 10,069Changes in inventories of finished goods and (1,450) 275 (910) 170

work in progressDepreciation 655 682 410 468Commission expenses 343 301 435 379Marketing fee - - 204 243Design and engineering fee - - 673 638Amortisation of intangible assets 53 58 - -Restructuring expenses - 45 - -Loss on diminution in value of other long-term investments - 103 - -Loss on exchange - 7 2 -

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25. Gain (loss) on exchange(Unit: Baht)

Consolidated Separatefinancial statements financial statements2010 2009 2010 2009

Realised gain (loss) on exchange 58,785,634 (65,190,138) (139,531,525) (24,243,514)Unrealised gain on exchange 26,201,794 58,309,127 137,319,571 65,473,282Gain (loss) on exchange 84,987,428 (6,881,011) (2,211,954) 41,229,768

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26. Promotional privilegesThe Company has been granted promotional privileges by the Board of Investment subject to certain significant conditions. Significant privileges

of the Company are as follows:

Details

1. Certificate No. 1404(1)/2544 1523/2543 1571(2)/2549 1710(2)/2549 1541(2)/2552 1494(2)/2552 2113(2)/2553 2061(1)/2553 2062(1)/25532. Promotional privileges for Manufacturing Manufacturing Manufacturing Manufacturing Manufacturing Manufacturing Manufacturing Manufacturing Manufacturing

of DC FAN of EMI FILTER of monitors of SPS and of electro- of DC FAN of monitors of ofand televisions electro - magnetic telecommunication telecommunication

magnetic products and electronicsproducts products for

vehicle3. The significant privileges are

3.1 Exemption from corporate income tax 7 years 7 years 5 years 5 years 7 years 7 years 5 years 8 years 8 yearsfor net income from the promotedoperations and exemption from incometax on dividends paid from the incomeof the operations throughout the periodin which the corporate income tax isexempted.

3.2 Exemption from import duty on Granted Granted Granted Granted Granted Granted Granted Granted Grantedmachinery as approved by the board.

3.3 Exemption from import duty on raw Granted Granted Non - granted Non - granted Granted Granted Non - granted Non - granted Grantedmaterials and significant supplies usedin export production.

3.4 Allowance to additionally deduct 5% of Non - granted Granted Non - granted Non - granted Non - granted Non - granted Non - granted Non - granted Non - grantedany increment in export income overthe preceding year for ten years,providing that the export income ofthat year is not lower than the averageexport earnings of the three precedingyears, except during the first two years.

4. Date of first earning operating income 2 June 2006 7 January 2003 Waiting for 27 January 4 January Waiting for Waiting for Waiting for Waiting forapproval to 2009 2010 approval to approval to approval to approval tocommence commence commence commence commenceoperation operation operation operation operation

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The Companyûs operating revenues for the years are below shown divided according topromoted and non-promoted operations.

(Unit: Baht)Promoted operations Non-promoted operations Total2010 2009 2010 2009 2010 2009

Separate financial statementsSales

Domestic sales 341,266,896 275,473,490 - - 341,266,896 275,473,490Export sales 23,723,525,926 17,144,981,902 140,285,599 79,625,740 23,863,811,525 17,224,607,642

Total 24,064,792,822 17,420,455,392 140,285,599 79,625,740 24,205,078,421 17,500,081,132

27. Earnings per shareBasic earnings per share is calculated by dividing net income for the year by the

weighted average number of ordinary shares in issue during the year.Diluted earnings per share is calculated by dividing net income for the year by the

weighted average number of ordinary shares in issue during the year plus the weighted averagenumber of ordinary shares which would need to be issued to convert all dilutive potentialordinary shares into ordinary shares. The calculation assumes that the conversion took placeeither at the beginning of the year or on the date that the potential ordinary shares were issued.

Calculation of basic earnings per share and diluted earnings per share is presented below:Consolidated financial statements

Weighted average numberNet income of ordinary shares Earnings per share

2010 2009 2010 2009 2010 2009(Baht) (Baht) (shares) (shares) (Baht) (Baht)

Basic earnings per shareNet income attributable to equity

holders of the parent 4,152,574,332 2,189,382,502 1,247,380,671 1,247,380,634 3.33 1.76Effect of dilutive potential

ordinary sharesWarrants - - 3,752 3,486

Diluted earnings per shareNet income of ordinary

shareholders assumingthe conversion of warrantsto ordinary shares 4,152,574,332 2,189,382,502 1,247,384,423 1,247,384,120 3.33 1.76

Separate financial statementsWeighted average number

Net income of ordinary shares Earnings per share2010 2009 2010 2009 2010 2009(Baht) (Baht) (shares) (shares) (Baht) (Baht)

Basic earnings per shareNet income attributable to equity

holders of the parent 3,296,723,019 2,515,967,226 1,247,380,671 1,247,380,634 2.64 2.02Effect of dilutive potential

ordinary sharesWarrants - - 3,752 3,486

Diluted earnings per shareNet income of ordinary

shareholders assumingthe conversion of warrantsto ordinary shares 3,296,723,019 2,515,967,226 1,247,384,423 1,247,384,120 2.64 2.02

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28. Financial information by segmentThe businesses of the Company and its subsidiaries mainly involve the single industry segment of the manufacture, distribution and servicing of

electronic products and are mainly carried on both in Thailand and overseas. The financial information of the Company and its subsidiaries bygeographical segment for the years ended 31 December 2010 and 2009 is as follows:

(Unit: Million Baht)Consolidated

Thailand Asia America Europe Total Eliminated financial statements

2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009

Revenue from external customers 16,767 11,908 3,471 3,787 6,690 5,409 8,802 5,891 35,730 26,995 - - 35,730 26,995Inter-segment revenues 7,438 5,592 250 214 63 69 4,733 4,520 12,484 10,395 (12,484) (10,395) - -Total revenues 24,205 17,500 3,721 4,001 6,753 5,478 13,535 10,411 48,214 37,390 (12,484) (10,395) 35,730 26,995Segment income (loss) 3,376 2,366 (102) (113) (1) 56 494 (214) 3,767 2,095 3,844 2,174Unallocated income (expenses):

Other income 253 229Compensation income from cancellation order - 2Share of income from investment in associated company 11 33Dividend income 28 38Loss on disposal of property, plant and equipment (8) (1)Gain from disposal of investment in available-for-sale securities 100 -Amortisation of intangible assets (53) (58)Loss on diminution in value of other long-term investment - (103)Finance cost (61) (60)Corporate income tax 67 (65)

Minority interest of the subsidiary (28) -Net income for the year - Attributable to equity holders of the parent 4,153 2,189

Property, plant and equipment - net 2,519 2,072 780 518 43 35 913 1,017 4,255 3,642 5 2 4,260 3,644Unallocated assets 25,350 23,441Total assets 29,610 27,085

Transfer prices between business segments are as set out in Note 6 to the financial statements.

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29. Provident fundThe Company and its employees have jointly established a provident fund in accordance

with the Provident Fund Act B.E. 2530. Both employees and the Company contribute to the fundmonthly, at rates of 5 percent of basic salary. The fund, which is managed by TMB Bank PublicCompany Limited, will be paid to employees upon termination or when employees are pro-moted to a manager post, in accordance with the fund rules. During the year 2010, theCompany contributed Baht 25,427,988 (2009: Baht 15,827,339) to the fund.

30. Commitments and contingent liabilities30.1 Capital commitments and operating lease commitments

30.1.1 As at 31 December 2010, the Company and its subsidiaries had significant capitalcommitments amounting to INR 3.8 million in respect of the building constructionand amounting to Baht 258 million, INR 21.6 million and EUR 0.4 million in respect ofthe purchase of machinery and equipment.

30.1.2 As at 31 December 2010, the subsidiaries had significant operating lease commitmentsamounting to CHF 1.2 million, GBP 0.2 million, EUR 4.8 million and INR 74 million.

30.2 Guarantee obligationsAs at 31 December 2010, the Company and its subsidiaries had the following

outstanding significant letters of guarantee required in the ordinary course of their businesses:30.2.1 Outstanding letters of guarantee totaling approximately Baht 763 million have been

issued by banks to meet requirements of the Company (including a letter ofguarantee for approximately Baht 740 million issued by a bank to meet obligationsof the Company to the Revenue Department in relation to the tax assessmentmentioned in Note 30.3.1 to the financial statements).

30.2.2 Outstanding letters of guarantee for totals of approximately INR 241.5 million, EUR 0.5million and USD 1.9 million have been issued by banks to meet requirements of itssubsidiaries.

30.3 Tax assessment30.3.1 In 2006, the Company received a corporate income tax assessment letter from the

Revenue Department covering the years 1997 through 2000, assessing tax amountingto approximately Baht 740 million (including penalties and surcharges). The Companyhas submitted a letter appealing the assessment. The independent legal counselorof the Company believes that no significant losses will be incurred by the Company.The Company therefore has not recorded provision for this tax assessment.

30.3.2 Corporate income tax assessment of approximately INR 72 million were made againstan overseas subsidiary, covering the years 2004 - 2006 and 2007 - 2008 and sales taxand excise duties assessment of approximately INR 50 million, covering the years 2005- 2007. The subsidiary has submitted a letter appealing the assessment and themanagement of the Company and the subsidiary believe that no significant losses willbe incurred. The subsidiary therefore has not recorded provision for this tax assessment.

30.4 LitigationAs at 31 December 2010, two lawsuits had been filed against an overseas subsidiary,

claiming a total of INR 6 million. The case is currently being heard by the Court. However,the management of the Company and the subsidiary believe that no significant damagewill be suffered by the Company and the subsidiary and no provision for the contingentliability has therefore been set aside in such accounts.

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31. Financial instruments31.1 Financial risk management

The Company and its subsidiariesû financial instruments, as defined under Thai Ac-counting Standard No. 107 çFinancial Instruments: Disclosure and Presentationsé, principallycomprise cash and cash equivalents, trade accounts receivable, other accounts receiv-able, investments, short-term loans, accounts payable and other accounts payable. Thefinancial risks associated with these financial instruments and how they are managed isdescribed below.Credit Risk

The Company and its subsidiaries are exposed to credit risk primarily with respect totrade accounts receivable and other receivable. The Company and its subsidiaries man-age the risk by adopting appropriate credit control policies and procedures and there-fore do not expect to incur material financial losses. In addition, the Company and itssubsidiaries do not have high concentration of credit risk since they have a large cus-tomer base. The maximum exposure to credit risk is limited to the carrying amounts oftrade accounts receivable and other receivable as stated in the balance sheets.

Interest rate riskThe Company and its subsidiaries are exposured to interest rate risk relating primarily

to their cash at banks, bank overdrafts and short-term borrowings. However, since most ofthe Company and its subsidiariesû financial assets and liabilities bear floating interest ratesor fixed interest rates which are close to the market rate, the interest rate risk is expectedto be minimal.

Significant financial assets and liabilities as at 31 December 2010 classified by type ofinterest rates are summarised in the table below, with those financial assets and liabilitiesthat carry fixed interest rates further classified based on the maturity date, or the repricingdate if this occurs before the maturity date.

Consolidated financial statements

Fixed interest ratesNon-

Within Over Floating interest1 year 1-5 years 5 years interest rate bearing Total Interest rate

(Million Baht) (% p.a.)

Financial assetsCash and cash equivalents - - - 8,867 340 9,207 0.01 - 1.40Trade accounts receivable - - - - 6,163 6,163 -Other accounts receivable - - - - 187 187 -Deposits at bank with restrictions 86 - - 124 - 210 1.95 - 6.50Total 86 - - 8,991 6,690 15,767

Financial liabilitiesBank overdraft and short term loans

from financial institutions 891 - - 254 - 1,145 1.67 - 16.68Trade accounts payable - - - - 5,365 5,365 -Amount due to related parties - - - - 69 69 -Other accounts payable - - - - 374 374 -Total 891 - - 254 5,808 6,953

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Separate financial statements

Fixed interest ratesNon-

Within Over Floating interest1 year 1-5 years 5 years interest rate bearing Total Interest rate

(Million Baht) (% p.a.)

Financial assetsCash and cash equivalents - - - 5,565 1 5,566 0.02 - 1.40Trade accounts receivable - - - - 4,550 4,550 -Total - - - 5,565 4,551 10,116

Financial liabilitiesTrade accounts payable - - - - 3,428 3,428 -Amount due to related parties - - - - 194 194 -Other accounts payable - - - - 258 258 -Total - - - - 3,880 3,880

Foreign currency riskThe Company and its subsidiaries have significant foreign currency risk in respect of

the purchase and sales transactions, lending and borrowing, and investments in foreigncompanies. As at 31 December 2010, outstanding balances of the Company and itssubsidiariesû financial assets and liabilities denominated in foreign currencies are as follows:

Financial Average exchange rateForeign currency Financial assets liabilities as at 31 December 2010

(Million) (Million) (Baht per 1 foreign currency unit)

Brazil real 15 9 18.0865US dollar 130 85 30.1513Euro 32 8 39.9394Japanese yen 70 163 0.3705Czech koruna 27 1 1.5749Russian ruble 68 19 0.9897Polish zloty 12 4 10.0451Swedish krona 10 1 4.4361

The Company and its subsidiaries manage their exposure to foreign currency riskby using derivatives where considered appropriate (except for the foreign currency riskarising from investments in foreign countries, which the Company and its subsidiariesconsider to have an insignificant effect to the financial statements).

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As at 31 December 2010, the outstanding derivatives are as follows:

Forward contracts

Amount Forward rate Maturity date

Forward contracts to çSelléUSD/THB USD 103 million 29.5700 - 30.2450 THB/USD January - March 2011USD/CHF USD 3 million 0.9625 - 0.9840 CHF/USD January 2011EUR/USD EUR 8 million 1.3168 - 1.3409 USD/EUR January 2011EUR/CHF EUR 6 million 1.2704 - 1.3070 CHF/EUR January 2011PLN/CHF PLN 6 million 3.1003 - 3.1965 PLN/CHF January 2011EUR/TRY EUR 0.8 million 2.0260 TRY/EUR January 2011

Forward contracts to çBuyéEUR/USD EUR 0.4 million 1.3136 USD/EUR January 2011USD/RUB USD 4 million 30.9404 - 31.3700 RUB/USD January 2011USD/INR USD 6 million 45.0300 - 45.6900 INR/USD January - February 2011

31.2 Fair values of financial instrumentsSince the majority of the Company and its subsidiariesû financial instruments are

short-term in nature or bear floating interest rates, their fair values are not expected to bematerially different from the amounts presented in the balance sheets.

A fair value is the amount for which an asset can be exchanged or a liability settledbetween knowledgeable, willing parties in an armûs length transaction. The fair value isdetermined by reference to the market price of the financial instrument or by using anappropriate valuation technique, depending on the nature of the instrument.

32. Capital managementThe primary objective of the Company and its subsidiariesû capital management is to

ensure that they have an appropriate financial structure and preserves the ability to continuetheir business as a going concern.

According to the balance sheet as at 31 December 2010, the Groupûs debt-to-equityratio was 0.53:1 (2009: 0.53:1) and the Companyûs was 0.25:1 (2009: 0.24:1).

33. Approval of financial statementsThese financial statements were authorised for issue by the Companyûs Board of Directors

on 14 February 2011.

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COMPANY GENERAL INFORMATION

Name Delta Electronics (Thailand) Public Company LimitedCompany Registration Number 0107537002559

Contact Address 909 Soi 9, Moo 4, E.P.Z., Bangpoo Industrial Estate,Tambon Prakasa, Amphur Muangsamutprakarn,Samutprakarn Province 10280, ThailandTel. : (662) 709-2800Fax : (662) 709-2833

Nature of Business Manufacturing and exporting of power supplies and otherelectronic components

Home Page www.deltathailand.com

Registered Share Capital 1,259,000,000 ordinary shares at par value of Baht 1Paid up Capital 1,247,381,614 ordinary shares at par value of Baht 1

(As of 31 December 2010)

Legal entities in which Please find details in the section of çInvestment StructureéCompany holding their sharemore than 10%

References 1. AuditorErnst & Young Office Limited33rd Floor, Lake Rajada Office Complex, 193/136-137,Rajadapisek Road, Klongtoey, Bangkok 10110, ThailandTel. : (662) 264-0777, (662) 661-9190Fax : (662) 264-0789, (662) 661-9192

2. Share RegistrarThailand Securities Depository Co., Ltd.The Stock Exchange of Thailand Building,62 Ratchadapisek Road, Klongtoey, Bangkok 10110, ThailandTel. : (662) 229-2800Fax : (662) 359-1259